SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
April 25, 2002
Bepariko BioCom
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation of organization)
000-27339 88-0426887
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(IRS Employer Identification Number) (Commission File Number)
GSB Building, Suite 417
Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 660-5906
Item 2. Acquisition or Disposition of Assets
On April 25, 2002, Bepariko BioCom (the "Company") acquired an
approximate 6.25% gross working interest in the South China Prospect and the
South French Prospect in the Hackberry Trend located in Jefferson County, Texas
(collectively, the "Prospects"), for a purchase price of $350,000. The Company
acquired these assets through an assignment from Vitel Ventures Corporation
("Vitel"). Vitel held the right to purchase these assets from Touchstone
Resources USA, Inc. ("Touchstone") in exchange for the cancellation of a loan in
the principal amount of $350,000 which it had previously extended to Touchstone.
Upon assignment of these rights to the Company, Vitel immediately exercised the
rights on behalf of the Company and Touchstone transferred the gross working
interest in the Prospects to the Company.
In connection with this acquisition, the Company also acquired two
units, representing an approximate 10.26% partnership interest, of Touchstone
Resources-2001 Hackberry Drilling Fund, L.P. (the "Partnership") for a purchase
price of $400,000. The Partnership owns an approximate 75% working interest in
the Prospects. Touchstone Resources Ventures, LLC, the General Partner of the
Partnership, is responsible for oversight and coordination of the development
and management of the Prospects in conjunction with Touchstone Resources, USA,
the operator of the Prospects.
The Company obtained the funds used to purchase these assets from a
private placement of its convertible debt securities which generated aggregate
gross proceeds of $1,500,000.
Item 4. Changes in Registrants Certifying Accountant
On May 3, 2002, the Company's board of directors approved the
dismissal of Kurt D. Salinger, C.P.A., the principal accountants previously
engaged to audit the Company's financial statements. Except for an emphasis of
matter paragraph which indicated an uncertainty relating to the Company's
ability to continue as a going concern, the reports provided by Kurt D.
Salinger, C.P.A. for each of the fiscal years ended December 31, 2001 and 2000
did not include an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years ended December 31, 2001, and
the subsequent period, there were no disagreements with the former independent
auditor on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreement, if not resolved
to the satisfaction of the former independent auditor, would have caused it to
make reference to the subject matter of the disagreement in connection with its
report.
On May 6, 2002, the Company's board of directors approved the
engagement of L J Soldinger Associates as the principal accountants to audit the
Company's financial statements. During the Company's most recent fiscal year and
the subsequent period prior to such appointment, the Company has not consulted
the newly engaged independent auditor regarding either the application of
accounting principles to a specified transaction or the type of audit opinion
that might be rendered on the Company's financial statements, nor on any matter
that was either the subject of a disagreement or a reportable event.
L J Soldinger Associates reviewed the disclosure provided in this Form
8-K prior to its filing with the Securities and Exchange Commission. The Company
has requested that Kurt D. Salinger, C.P.A. furnish a letter to the Securities
and Exchange Commission stating whether it agrees with the statements made by
the Company in this report and, if not, stating the respects in which it does
not agree. This letter was unavailable at the time this report was filed. The
Company has requested that Kurt D. Salinger, C.P.A. furnish this letter within
ten business days after the filing of this report and the Company will file this
letter with the Securities and Exchange Commission within two business days of
receipt from Kurt D. Salinger, C.P.A.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
10.1 Letter Agreement dated April 25, 2002 by and between
Vitel Ventures Corporation and Bepariko BioCom.
10.2 Partial Assignment of Oil, Gas and Mineral Lease by
and between Touchstone Resources, Inc. and Bepariko
BioCom dated April 25, 2002.
10.3 Agreement of Limited Partnership of Touchstone
Resources - 2001 Hackberry Drilling Fund, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEPARIKO BIOCOM
Registrant
By: /s/ Stephen P. Harrington
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President
Date: May 13, 2002