SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ending March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-27339
BEPARIKO BIOCOM
-------------------------------
(Name of Small Business Issuer)
Nevada 88-0426887
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
One Belmont Avenue, Suite 417
Bala Cynwyd, PA 19004
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
(610) 660-5906
----------------------------------------------------
(Registrant's Telephone Number, including Area Code)
Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filings requirements for the
past 90 days. YES [X] NO [ ]
There were 5,750,000 issued and outstanding shares of the registrant's common
stock, par value $.001 per share, at June 10, 2002.
BEPARIKO BIOCOM
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2002 (unaudited) and December 31,
2001 (audited).............................................................. 1
Condensed Statements of Operations (unaudited).............................. 2
Condensed Statements of Stockholders' Deficit (unaudited)................... 3
Condensed Statements of Cash Flows (unaudited).............................. 4
Notes to Condensed Financial Statements..................................... 5
Item 2. Management's Discussion and Analysis or Plan of Operations.................. 10
Part II. Other Information
Item 3. Defaults Upon Senior Securities............................................. 12
Item 6. Exhibits and Reports on Form 8-K............................................ 12
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BEPARIKO BIOCOM
(A Development Stage Entity)
Condensed Balance Sheet
ASSETS
March 31, December 31,
2002 2001
----------- ------------
(Unaudited) (Audited)
Current Assets
Cash and cash equivalents $ 503 $ 47
--------- ---------
Total Current Assets 503 47
--------- ---------
Long-term note receivable (net of allowance for uncollectibility
of $100,000) 150,000 250,000
--------- ---------
$ 150,503 $ 250,047
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 160,918 $ 178,652
Accrued expenses 33,523 --
Notes Payable 320,000 318,000
--------- ---------
Total Current Liabilities 514,441 496,652
--------- ---------
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $.001 par value authorized 10,000,000 shares; none issued
and outstanding as of March 31, 2002 and December 31, 2001 -- --
Common stock, $.001 par value authorized 100,000,000 shares; 5,750,000
shares, issued and outstanding at December 31, 2001 and March 31, 2002 5,750 5,750
Additional paid in capital 342,324 342,324
Deficit accumulated during development stage (712,012) (594,679)
--------- ---------
Total Stockholders' Deficit (363,938) (246,605)
--------- ---------
$ 150,503 $ 250,047
========= =========
See notes to condensed financial statements.
-1-
BEPARIKO BIOCOM
(A Development Stage Entity)
Condensed Statements of Operations
(Unaudited)
April 2, 1997
Three Months Ended March 31, (Inception) to
---------------------------- March 31,
2002 2001 2002
----------- ----------- -----------
Revenues $ -- $ -- $ --
----------- ----------- -----------
Operating Expenses
General, selling and administrative 6,120 1,646 272,914
Amortization -- -- 150
Bad debt expense 100,000 -- 100,000
----------- ----------- -----------
Total Operating Expenses 106,120 1,646 373,064
----------- ----------- -----------
Loss From Operations (106,120) (1,646) (373,064)
Interest Expense 11,213 -- 338,948
----------- ----------- -----------
Net Loss to Common Stockholders $ (117,333) $ (1,646) $ (712,012)
=========== =========== ===========
Basic and Diluted Loss per Common Share $ (0.02) $ --
=========== ===========
Basic and Diluted Weighted Average Common
Shares Outstanding 5,750,000 5,750,000
=========== ===========
See notes to condensed financial statements.
-2-
BEPARIKO BIOCOM
(A Development Stage Entity)
Statement of Stockholders' Deficit
(Unaudited)
Deficit
Accumulated
Common Stock Additional During the
------------------------ Paid-In Development
Shares Amount Capital Stage Total
--------- --------- --------- --------- ---------
Balance at December 31, 1998 750,000 $ 750 $ 17,324 $ (17,976) $ 98
Net Loss -- -- -- (1,598) (1,598)
--------- --------- --------- --------- ---------
Balance at December 31, 1999 750,000 750 17,324 (19,574) (1,500)
Common stock issued for cash,
January 21, 2000 5,000,000 5,000 15,000 -- 20,000
Net Loss -- -- -- (21,600) (21,600)
--------- --------- --------- --------- ---------
Balance at December 31, 2000 5,750,000 5,750 32,324 (41,174) (3,100)
Beneficial conversion discount
and warrants to purchase
155,000 shares of common
stock at $2.50 issued in
connection with the
convertible notes payable 310,000 310,000
Net Loss -- -- -- (553,505) (553,505)
--------- --------- --------- --------- ---------
Balance at December 31, 2001 5,750,000 5,750 342,324 (594,679) (246,605)
Net Loss -- -- -- (117,333) (117,333)
--------- --------- --------- --------- ---------
Balance at March 31, 2002 5,750,000 $ 5,750 $ 342,324 $(712,012) $(363,938)
========= ========= ========= ========= =========
See notes to condensed financial statements.
-3-
BEPARIKO BIOCOM
(A Development Stage Entity)
Statement of Cash Flows
(Unaudited)
April 2, 1997
Three Months Ended March 31, (Inception) to
---------------------------- March 31,
2002 2001 2002
--------- --------- ---------
Cash Flows from Operating Activities
Net loss $(117,333) $ (1,646) $(712,012)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization -- -- 150
Organization costs -- -- (150)
Bad debts 100,000 -- 100,000
Amortization of note payable discount -- -- 310,000
Changes in assets and liabilities
Accounts payable and accrued expenses 15,789 -- 187,141
Officer advances -- 4,200 7,300
--------- --------- ---------
Net Cash Provided by (Used in) Operating Activities (1,544) 2,554 (107,571)
Cash Flows from Investing Activities
Note Receivable -- -- (250,000)
Cash Flows from Financing Activities
Issue common stock -- -- 38,074
Proceeds from loans 2,000 -- 320,000
--------- --------- ---------
Net Cash Provided by Financing Activities 2,000 -- 358,074
--------- --------- ---------
Net Increase in Cash and Cash Equivalents 456 2,554 503
Cash and Cash Equivalents, Beginning of Period 47 -- --
--------- --------- ---------
Cash and Cash Equivalents, End of Period $ 503 $ 2,554 $ 503
========= ========= =========
See notes to condensed financial statements.
-4-
BEPARIKO BIOCOM
(A Development Stage Entity)
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB as prescribed by the Securities and
Exchange Commission ("SEC"). These financial statements, in the opinion of
management, include all adjustments (consisting only of normal recurring items)
necessary for their fair presentation in conformity with accounting principles
generally accepted in the United States.
These financial statements should be read in conjunction with the financial
statements and notes included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001, for an expanded discussion of the Company's
financial disclosures and accounting policies. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to the SEC rules and regulations. Interim results
are not necessarily indicative of results for the full year.
NOTE 2 - DESCRIPTION OF BUSINESS
Nature of Operations - Change of Management
- -------------------------------------------
Bepariko Biocom (the "Company") holds worldwide patent rights for electronic
multiple fingerprint recognition procedures and systems. The Company currently
has not generated revenue from this patent.
On November 19, 2001, the Company experienced a change in management when all of
its directors and officers resigned from their positions and new officers and
directors were appointed. The Company's new management began to implement a new
business plan and completed a series of material transactions in April 2002. In
April 2002, the Company became engaged in the business of acquiring, exploring
and developing domestic natural gas and oil properties.
NOTE 3 - INCOME TAXES
Recognition of the benefits of the deferred tax assets and liabilities will
require that the Company generate future taxable income. There can be no
assurance that the Company will generate any earnings or any specific level of
earnings in future years. Therefore, the Company has established a valuation
allowance for all deferred assets (net of liabilities).
-5-
BEPARIKO BIOCOM
(A Development Stage Entity)
Notes to Financial Statements
NOTE 4 - NOTE RECEIVABLE
In April 2001, the Company entered into a financing arrangement with Global
Genomics Capital, Inc. ("GGC"), whereby the Company advanced $250,000 to GGC and
GGC issued Convertible Promissory Notes in the principal amount of $250,000 (the
"GGC Notes") to the Company. The GGC Notes bear interest at a rate of 10% per
annum calculated annually, and provide that the principal amount and accrued
interest will be due and payable on demand, by the Company, if the Company
completes the acquisition of the GGC Shares. In the event that the Acquisition
Agreement is terminated for any reason other than the default of GGC, then GGC
will have the option, upon giving notice to the Company, to convert the
principal amount of the GGC Notes, and all accrued interest, into shares of
Common Stock of GGC at a conversion rate of $2.50 per share. If the Acquisition
Agreement is terminated as a result of default by GGC or its shareholders, the
principal amount of the GGC Notes and all accrued interest will be due and
payable on August 31, 2001.
The GGC Notes matured on August 31, 2001, and as of June 1, 2002 have not yet
been repaid to the Company. The Company and GGC have been in discussions with
respect to the extension of the GGC Notes. In 2002, the Company and GGC entered
into an agreement whereby the Company extended the date for the repayment of the
GGC Notes and agreed to a repayment or conversion of the GGC Notes into shares
of GGC common stock in connection with the proposed merger of GGC with a third
entity.
As of March 31, 2002, the Company has recorded a $100,000 reserve for the
uncollectibility of the note.
NOTE 5 - NOTES PAYABLE
March 31, December 31,
2002 2001
----------- ------------
(Unaudited) (Audited)
10% Convertible promissory notes $310,000 $310,000
Other 10,000 8,000
-------- --------
$320,000 $318,000
======== ========
10% Convertible Promissory Notes
- --------------------------------
In April 2001 and as amended April 10, 2002, the Company issued $310,000
convertible promissory notes with interest payable at 10% per annum. The notes
plus accrued interest are due upon the earlier of April 10, 2003 or the receipt
of fund or financing from any source. The convertible promissory notes are
convertible at anytime by the noteholders into shares of the Company's common
stock at a conversion rate of $2.50 per share. The Company also issued to the
lenders immediately exercisable warrants to purchase 155,000 shares of the
Company's common stock in connection with the issuance of the convertible
promissory notes. The warrants have an exercise price of $2.50 per share and
expire in April 2004.
-6-
BEPARIKO BIOCOM
(A Development Stage Entity)
Notes to Financial Statements
NOTE 6 - STOCK WARRANTS
The Company had outstanding the following warrants to purchase shares of its
common stock:
March 31, 2002 December 31, 2001
------------------------------------- -------------------------------------
(Unaudited) (Audited)
Number of Exercise Price Number of Exercise Price
Description of Series Warrants issued Per Share Warrants issued Per Share
- --------------------- --------------- -------------- --------------- --------------
Common Stock 155,000 $2.50 155,000 $2.50
NOTE 7 - NET LOSS PER SHARE
The Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic
and diluted loss per share. Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average number of
common shares outstanding. Diluted loss per share is computed similarly to basic
loss per share except that the denominator is increased to include the number of
additional shares of common stock that would have been outstanding if
potentially dilutive shares of common stock had been issued and if the
additional shares of common stock were dilutive. At March 31, 2002 and 2001, the
Company had 155,000 and 0, respectively, potentially dilutive shares.
NOTE 8 - CONCENTRATIONS
The Company currently has one patented product. Lack of product development or
customer interest could have a materially adverse effect on the Company.
Further, significant changes in technology could lead to new products or
services that compete with the product to be offered by the Company. These
changes could materially affect the price of the Company's products or render
them obsolete.
NOTE 9 - SUPPLEMENTARY CASH FLOW DISCLOSURES
Cash paid during the period for interest and income taxes was as follows:
March 31
-------------------
2002 2001
-------- ------
Interest paid $ -- $ --
======== ======
Income taxes paid $ -- $ --
======== ======
-7-
BEPARIKO BIOCOM
(A Development Stage Entity)
Notes to Financial Statements
NOTE 10 - RELATED PARTY TRANSACTIONS - NOT DESCRIBED ELSEWHERE
The new management of the Company has provided services to the Company without
compensation. In addition, an affiliate of the president provided accounting
services to the company without charge. For the three months ended March 31,
2002 the value of these services was de minimis. In subsequent periods in
accordance with the accounting treatment proscribed in the SEC Staff Accounting
Bulletin Topic 5-T, the Company will record as expense an amount representing
the value of these services provided. An offsetting entry will be recorded to
paid-in capital.
NOTE 11 - LIQUIDITY
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. The Company does
not have an established source of revenue, but does have significant debt
obligations to repay in future years. Additionally, the Company will need
significant funds to acquire additional properties, to explore, produce,
develop, and eventually sell the underlying natural gas and oil products under
its interests. Therefore the Company will need to raise money from private
placement offerings of its debt and equity securities to generate positive cash
flow and provide liquidity.
If the Company is unable to obtain additional funds when they are required or if
the funds cannot be obtained on terms favorable to the Company, management may
be required to delay, scale back or eliminate its well development program or
license third parties to develop or market products that the Company would
otherwise seek to develop or market itself, or even be required to relinquish
its interest in the properties.
NOTE 12 - RECLASSIFICATIONS
For comparability purposes, certain figures for the prior periods have been
reclassified where appropriate to conform with the financial statement
presentation used in the current period. These reclassifications had no effect
on the reported net loss.
NOTE 13 - SUBSEQUENT EVENTS
Acquisition of Interest
- -----------------------
On April 26, 2002, the Company acquired an approximate 6.25% gross working
interest (a 4.6% net revenue 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.
-8-
BEPARIKO BIOCOM
(A Development Stage Entity)
Notes to Financial Statements
NOTE 13 - SUBSEQUENT EVENTS (Continued)
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.
Private Placements
- ------------------
In April 2002, the Company entered into a loan agreement pursuant to which it
borrowed $1,500,000 from Gemini Growth Fund, LP ("Gemini"), a Delaware limited
partnership. The Company's obligation to repay the loan is evidenced by a 12%
secured convertible promissory note. The Company's obligation to repay the note
is secured by a security interest granted to the lender covering substantially
all of the assets of the Company. The note matures on October 31, 2003, however
the Company has the option to redeem the note at 100% of par prior to the
maturity date. Gemini has the option to convert the principal amount of the note
plus all accrued interest into common stock of the Company. Gemini was issued a
warrant to purchase 150,000 shares of the Company's common stock as additional
incentive to make the loan. The warrants expire on the earlier of April 30, 2012
or the date on which the entire principal amount of the convertible notes is
converted to common stock. The conversion price of the note and exercise price
of the warrant initially is $2.00 subject to antidilution and price adjustments
per the agreements. The Company paid loan commitment and origination fees of 1%
and 4%, respectively. Interest is payable in cash unless Gemini elects to have
the interest paid in common stock of the Company. As described in the loan
covenants, the Company is required to comply with various financial covenants.
Any failure to comply with such covenants may be deemed a default on the loan by
Gemini.
Under the terms of the loan agreement, the Company is required to register the
resale of all shares of its common stock issuable upon conversion of the note or
exercise of the warrants, within 180 days of the date of the loan agreement. If
the common stock is not fully registered within 180 days, the Company is subject
to a monthly penalty of .1% shares of its common stock than outstanding computed
on a fully diluted basis per day until the shares are registered.
Non-Interest Bearing Loans
- --------------------------
An unrelated entity made two non-interest bearing demand loans to the Company
totaling $16,000 through April 2002, which were subsequently repaid.
A second unrelated entity made a non-interest bearing demand loan to the Company
in the amount of $12,000 in April 2002, which was subsequently repaid.
On April 26, 2002, the Company made a $50,000 unsecured demand loan to
Pawnxchange, Inc. The note bears interest at 8%.
-9-
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 as
amended, and Section 21E of the Securities Exchange Act of 1934. We have based
these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us and our affiliate
companies, that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "would,"
"expect," "plan," anticipate," believe," estimate," continue," or the negative
of such terms or other similar expressions. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those in our
other Securities and Exchange Commission filings, including our Annual Report on
Form 10-KSB filed on April 15, 2002. The following discussion should be read in
conjunction with our Consolidated Financial Statements and related Notes thereto
included elsewhere in this report.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operations
- ------------------
We are a Nevada corporation that was formed on April 2, 1997. Since our
inception we have pursued the implementation of various business plans.
In April 1997, we were granted worldwide patent rights, pursuant to an
Exclusive Worldwide Licensing Agreement, covering electronic multiple
fingerprint recognition system. Since the date of the Exclusive Worldwide
Licensing Agreement, we have unsuccessfully attempted to exploit these patent
rights. While we still hold these patent rights, we are no longer devoting
substantial efforts to the exploitation of these patent rights and are currently
soliciting offers to sell or assign these rights.
In January 2002, we entered into a letter of intent to acquire First
Responder Group, Inc., a New York based company involved in the provision of
goods and services used to educate, prepare and protect consumers and health
professionals against domestic terrorism. In April 2002, the parties mutually
agreed to terminate this letter of intent.
In April 2002, we began to implement a new business plan. We are
currently in the business of acquiring, exploring and developing domestic
natural gas and oil properties.
We have acquired leasehold interests in prospects located in Texas. On
April 25, 2002, we 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, for a purchase price of $350,000.
We intend to acquire additional ownership interests in properties
located in Texas as well as other traditional oil producing states in the
southwestern United States. With the assistance of various third parties, we
plan to explore and develop these prospects and sell on the open market any gas
or oil that we discover. We will rely on SKH Management, L.P. to assist and
advise us regarding the identification and leasing of properties on favorable
terms. SKH Management, L.P. will also provide us with technical support
including geological, geophysical, chemical and other evaluation services. We
will also rely upon Touchstone Resources USA, Inc. to provide us with additional
reserve assessment analysis and engineering services in connection with the
exploration and development of our prospects.
We have 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 which we currently own in
Texas. 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. Each of SKH Management, L.P. and Touchstone
Resources USA, Inc. has a significant level of experience in exploring and
developing gas and oil properties in the regions where our prospects are
located.
-10-
We will also rely upon various third parties who will be responsible
for drilling wells, delivering any gas or oil reserves which are discovered
through pipelines to the ultimate purchasers and assisting us in the negotiation
of all sales contracts with such purchasing parties. We intend to play an active
role in evaluating prospects, and to provide financial and other management
functions with respect to the operations at each of our properties. As we intend
to subcontract the performance of substantially all of the physical operations
at our properties, we do not anticipate incurring a substantial amount of
expenses related to the purchase of plant, machinery or equipment in connection
with the exploration and development of our properties. Similarly, we do not
anticipate any substantial increase in the number of persons which we employ.
In April 2002, we raised approximately $1,500,000 in a private
placement offering of our securities. We have used approximately $750,000 of
these funds to acquire our leasehold interests in the South China Prospect and
South French Prospect in the Hackberry Trend located in Jefferson County, Texas,
and our units in the Partnership, and approximately $341,000 to repay Series 1
Promissory Notes in the aggregate principal amount of $310,000 and all accrued
interest thereon. We believe that the remaining net proceeds from this offering
provides us with a sufficient level of cash to satisfy our cash requirement for
the next twelve months. However, since we do not expect to generate any
substantial gross revenues in 2002, in the event that we locate additional
prospects for acquisition or experience cost overruns at our prospects, we will
be required to raise funds through additional offerings of our securities in
order to have the funds necessary to complete these acquisitions and continue
our operations.
If we are unable to obtain additional funds when they are required or
if the funds cannot be obtained on terms favorable to us, then we may be
required to delay, scale back or eliminate some or all of our well development
programs or license third parties to develop or market products that we would
otherwise seek to develop or market ourselves, or even be required to relinquish
our interest in certain properties. If one or more of the other owners of
leasehold interests in our prospects fail to pay their equitable portion of
development or operation costs, then we may need to pay additional funds to
protect our ownership interests in our leasehold interests.
-11-
PART II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities
In April 2001, we issued our Series 1 Promissory Notes in the aggregate
principal amount of $310,000. The Series 1 Promissory Notes matured on August
31, 2001, at which point we defaulted on our obligations under the Series 1
Promissory Notes. As of March 31, 2002, we owed the holders of the Series 1
Promissory Notes the aggregate principal amount of $310,000 plus accrued
interest in the aggregate amount of $30,622. In April 2002, we negotiated an
amendment to each of the Series 1 Promissory Notes extending their maturity
dates to the earlier of (i) the first anniversary of the date of the amendments
or (ii) the date on which we received funds or financings from any source. In
April 2002, upon completion of a private placement offering of our convertible
debt securities in the aggregate principal amount of $1,500,000, we repaid the
aggregate principal amount of the Series 1 Promissory Notes plus all unpaid
accrued interest thereon.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 1 to our Registration Statement on Form 10-SB dated
December 20, 1999).
3.2 Bylaws (incorporated by reference to Exhibit 2 to our
Registration Statement on Form 10-SB dated December 20, 1999).
4.1 Form of Series 1 Promissory Note issued in April 2001
(incorporated by reference to Exhibit 10.3 to our Annual
Report on Form 10-KSB filed on April 15, 2002).
4.2 Form of Warrant Certificate issued in connection with receipt
of proceeds from issuance of Series 1 Promissory Notes in
April 2001 (incorporated by reference to Exhibit 10.4 to our
Annual Report on Form 10-KSB filed on April 15, 2002).
4.3 Form of Amendment Agreement to Series 1 Promissory Notes dated
April 2001 (incorporated by reference to Exhibit 10.5 to our
Annual Report on Form 10-KSB filed on April 15, 2002).
10.1 Power of Attorney of Tino Di Pana (incorporated by reference
to Exhibit 3 to our Registration Statement on Form 10-SB dated
December 20, 1999).
10.2 Exclusive Worldwide Licensing Agreement for the Right to Use
German Patent Number 43 22 445 (incorporated by reference to
Exhibit 4 to our Registration Statement on Form 10-SB dated
December 20, 1999).
10.3 Letter Agreement dated April 25, 2002 by and between Vitel
Ventures Corporation and Bepariko BioCom (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K
dated May 13, 2002).
10.4 Partial Assignment of Oil, Gas and Mineral Lease by and
between Touchstone Resources, Inc. and Bepariko BioCom dated
April 25, 2002 BioCom (incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K dated May 13, 2002).
10.5 Agreement of Limited Partnership of Touchstone Resources -
2001 Hackberry Drilling Fund, L.P. (incorporated by reference
to Exhibit 10.3 to our Current Report on Form 8-K dated May
13, 2002).
(b) We did not file any Current Reports on Form 8-K during the three month
period ended March 31, 2002.
-12-
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 thereunto duly authorized.
BEPARIKO BIOCOM
Date: June 11, 2002 /s/ Cecile Coady
-----------------------------------
Cecile Coady
President