ISSUER INFORMATION AND DISCLOSURE STATEMENT PURSUANT TO RULE 15c2-11(a)(5)
March 10, 2005
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Bio-Heal Laboratories, Inc.
711 South Carson Street, Suite #4
Carson City, Nevada 89701
Phone (775) 881-3365
Fax (775) 984-9009
Federal Tax I.D. No. Cusip No.
20-1928523 09063 K 10 0
ISSUER’S EQUITY SECURITIES
COMMON STOCK
$ 0.001 Par Value
200,000,000 Shares Authorized
42 ,012,450 Issued and Outstanding
2
INFORMATION AND DISCLOSURE STATEMENT, 15C2-11
ENCLOSURES
Exhibit A: Financial Statement (Attached)
INFORMATION AND DISCLOSURE STATEMENT
MARCH 10, 2005
ALL INFORMATION FURNISHED HEREIN HAS BEEN PREPARED FROM
THE BOOKS AND RECORDS OBTAINED FROM BIO-HEAL
LABORATORIES, INC .("THE COMPANY") IN ACCORDANCE WITH RULE
15c2-11(a)(5) PROMULGATED UNDER THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED, AND IS INTENDED ONLY AS INFORMATION
TO BE USED BY SECURITIES BROKER . DEALERS AND THEIR
CUSTOMERS.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED HEREIN IN CONNECTION WITH THE
COMPANY. ANY REPRESENTATIONS NOT CONTAINED HEREIN MUST
NOT BE RELIED UPON AS HAVING BEEN MADE OR AUTHORIZED BY THE
COMPANY.
The undersigned hereby certifies that the information herein is true and
correct to the best of their knowledge and belief.
MARCH 10, 2005 BIO-HEAL LABORATORIES, INC.
By________ __________
Robert Leahy, President
COPIES OF ITS INFORMATION AND DISCLOSURE STATEMENT ARE
AVAILABLE FROM THE ISSUER UPON REQUEST.
3
BIO-HEAL LABORATORIES, INC.
INFORMATION AND DISCLOSURE STATEMENT
MARCH 10, 2005
All information contained in this Information and Disclosure Statement has
been compiled to fulfill the disclosure requirements of Rule 15c2-11(a)(5)
promulgated by the Securities and Exchange Act of 1934, as amended. The
enumerated items and captions contained herein correspond to the format
as set forth in the Rule.
Item 1. EXACT NAME OF ISSUER AND IT’S PREDECESSOR:
BIO-HEAL LABORATORIES, INC.
Formerly known as Nexar Technologies, Inc.
Item 2. ADDRESS OF THE ISSUER’S PRINCIPAL EXECUTIVE
OFFICES:
The principal executive office of the Issuer is located at:
711 South Carson Street, Suite #4, Carson City, Nevada 89701
Item 3. ISSUER’S STATE OF INCORPORATION:
The Issuer was organized under the corporate laws of the State of Nevada on November 16, 2004
Item 4. EXACT TITLE AND CLASS OF ISSUER’S SECURITIES:
The Issuer has one class of equity securities authorized:
200,000,000 shares of Common Equity Voting Stock.
Item 5. PAR OR STATED VALUE OF ISSUER’S SECURITIES:
The par value of the common stock is $ 0.001 par per share.
Item 6. NUMBER OF SHARES OF ISSUER’S SECURITIES OUTSTANDING.
42,012,450 Common Shares.
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Item 7. NAME AND ADDRESS OF STOCK TRANSFER AGENT:
Standard Registrar and Transfer Co., Inc., 12528 South 1840 East, Draper, UT 84020, (801) 571-8844
Item 8. NATURE OF ISSUER’S BUSINESS:
BIO-HEAL LABORATORIES, INC. ("the Company") researches and
manufactures topical pharmaceutical products in Latin America for distribution to Europe, UK, Asia, and Central and South America.
Item 9. NATURE OF ISSUER’S PRODUCTS OR SERVICES RENDERED:
Manufactures topical pharmaceutical products in Latin America for distribution to Europe, UK, Asia, and Central and South America.
Company website: bio-heal.com
Item 10. NATURE OF ISSUER’S FACILITIES:
The company has several operating offices. The Company corporate headquarters office is at 711 S. Carson Street, Suite #4, Carson City, Nevada 89701, where it has secretarial staff, conference and fax/phone services which are rented from an executive office suite company of the Resident Agent on an annual basis.
The Company also maintains an office in southern California, in the home of the Secretary-Treasurer in Orange County, California, at 8925 River Bend Drive, Suite 31, Huntington Beach, CA 92647, with telephone, fax, and email capability.
The Company owns two subsidiaries in Nicaragua, Bio-Heal America and Rain Forest America, that operate there in the several fields of medical research and production of natural healing products. The Company office there is divided into several departments:
a. General Administration
b. Medical Research, including protocols
c. Organic Product Agricultural investigation
d. Supervision of Production of end product
e. Marketing of organic products
Bio-Heal America
The general offices for Latin American operations are located at: Bio5
Heal America, a wholly-owned subsidiary of Bio-Heal Laboratories,Inc. General Administration Building, Colonia Xolotlan, School of Argentina 100 mts. West, No. 24a, Managua, Nicaragua.
This office
presently employes 38 personnel in two (2) subsidiaries.
MEDICAL INVESTIGATION FACILITIES:
The Company also has medical operating facilities one block north of the new hospital 25 kms. South of Managua in the city of Masaya, Nicaragua.
Clinical installation in the city of Masaya
(25 kms. South of Managua)
I block North of new hospital
Phone: 522-6993
Masaya, Nicaragua
The staff of qualified medical personnel includes:
Dra. Maria Elena Corea Guardado, General Medicine
President of Group
Dra. Sarai Nuñez . Plastic Surgeon
Dra. Luisa Elena Valerio Garcia, General Medicine
Dr. Carlos Gonzales, General Medicine
Dr. Rolando Chavarria, Surgeon
Staff Nurses:
Maria Pavon, Head nurse
Fatima Gutierrez, wound care nurse
Carolina Fajardo, wound care nurse
Francisca Palacio, general assistance
Data Collection:
Jose Luis Morales, Engineer in Internet Technology (IT)
General Management Control
Deyanira Morales
Phone: 880-6426
Medical Supply Management
Jose L. Morales
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EXTERNAL LABORATORIES:
A) Dra. Ruth Delgado
Recollection wound samples for Petri dish culture
Evaluation of bacterial presence & bacterial counts
B) Dr. Carlos Membreño (surgeon)
Pathologist; In charge of Biopsy collection; Verification of epithelial
cells present in different stages during wound healing.
The Company owns and maintains manufacturing facilities on the
Pan American Highway at Mile Marker 118, about 80 miles North of
Managua. The manufacturing facility on the Pan American Highway
has 45,000 sq. feet of facilities. It consists of an administration
building, two cement pools to produce concentrate from indigenous
plant bark and leaves to process liquid concentrates and several
sections for air-drying of raw materials.
The various pools on the premises and their capacities are:
2) 2nd pool with capacity of 69,000 gls.
3) Covered drying area of 3,500 square feet
4) Open drying area of 5,400 square feet
5) Office and sealed areas 4,200 square feet
6) Area for development 30,000 square feet
Also nearby, (2 kms away), the Company operates an
EXPERIMENTEAL ORGANIC AGRICULTURAL SECTOR on a parcel of
2 acres of prime agricultural land, at 2.5 miles East of Km. 118 of Pan-American Highway. One experienced agricultural expert with 4 laborers are preparing the land for seeding several types of plants in May of this year. The Company is drilling its. own water well on the property to control the water supply, so that we know it is organically contaminant-free.
The staff of experienced botanical product processors presently includes:
Lito Martinez . general manager; Antonio Juarez .
assistant manager, Diana Corea, accountant. An additional 14
workers are involved in various sectors of plant processing.
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At the moment most of the personnel (38 people) have been hired to work in the 2 subsidiaries, and the office of Bio-Heal is being directed by Dr. Ennio T. Devoto, Anayancy Suarez - a secretary with legal preparation, Alex Aguilar - an internal accountant, and by Lic.Carlos Arrieta - a full time lawyer (professor of law in a local University) who is handling the extensive paper work necessary to handle all programs in process.
Another lawyer, Dr. Mario Quintanilla, of great national prestige, is negotiating with our management team to join our staff soon. He is presently in charge of a new national program in Nicaragua of establishing on our property on the Caribbean Coast, the Ecological University of the Caribbean Forest.
A team of 6 IT and WEB design specialists are working on the
development of the 3 WEB pages:
1) biolabamerica.com
2) rainforestamerica.com
3) bio-heal.com
The Company has three (3) WEB pages in operation now, and the
total development will continue for at least for another 60 days.
The final Customer Relations Center will be placed in Bluefields, Nicaragua and it will be fully equipped. It is planned to have five (5)full- time employees that are being trained in Managua at the present time to handle customer relations for the Company globally. It is anticipated to be operational by the end of March.
Mr. Jeff Ureña Dunkley, a Costa Rican IT specialist, will be in charge of the overall logistics initially. We are presently negotiating with an American Citizen that is a resident of Nicaragua (and married to a Nicaraguan citizen) with vast IT and general communication experience, that when hired is expected to take over the management and actual daily activities in the Customer Relations Center.
Rain Forest Americas S.A.
rainforestamerica.com (WEB site under construction)
Colonia Xolotlan
School of Argentina 100 mts. West
No. 25
Phone: 889 - 2851
Managua, Nicaragua
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The company owns more than 11,500 acres of Tropical Virgin Rain Forest in the unspoiled Caribbean Area of Nicaragua. This land will be the area where wild medical plants will be collected and where fully organic growing will be developed during the future years of development. Is the only private owned virgin area in Central America that will be used for exclusive organic botanical production.
Final arrangements are being conducted to establish presence on 4 different parts of the property bought (North-East, South-East, South-West, North-West), so as to guarantee presence and develop first analysis of future developments.
Pictures of the property have been selected and organized on the Website.
This subsidiary is divided in several offices:
a) General Administration
b) Office of Forestry
c) Office of Botanical Research Programs
d) Office of Co-investigation with two local Universities
e) Office of Co-operational programs with indigenous
groups.
Officials of the Natural Resources Department of the Province of Bluefields including the local Mayor, are cooperating in the overall strategy for facilitating services for the development of this property.
Highly-qualified personnel are being trained at the site selected for the Company.s use as the Company finalizes it.s legal details of the land purchase. The property has been purchased for $ 400,000.00 USD, on a 10 year payout with an interest rate of 2% rate over U.S.prime, without penalty for early retirement of loan.
A general calculation of the select timber value alone on this land, is above $5,000,000.00 without consideration of other values, such as its other mineral, timber, and natural resources.
Item 11. CHIEF EXECUTIVE OFFICER AND MEMBERS OF THE BOARD OF
DIRECTORS:
NAME POSITION
Robert Leahy President and Director
George K. Minto Sec/Treasurer and Director
Item 12. ISSUER’S MOST RECENT BALANCE SHEET, PROFIT AND LOSS
AND RETAINED EARNINGS STATEMENTS:
See attached financial statements.
Item 13. ISSUER’S FINANCIAL STATEMENT FOR THE TWO PRECEDING
FISCAL YEARS:
None.
Item 14. DISCLOSURE WHETHER THE BROKER OR DEALER OR ANY
ASSOCIATED PERSONS ARE AFFILIATED, DIRECTLY OR INDIRECTLY
WITH THE ISSUER:
The issuer has no knowledge of any broker-dealer(s) or associated person(s) who are submitting quotations with respect to the Issuer’s Common Stock, who may be associated, directly or indirectly, with the Issuer.
Item 15. DISCLOSURE WHETHER THE QUOTATION IS BEING PUBLISHED
OR SUBMITTED ON BEHALF OF ANY OTHER BROKER OR DEALER:
None.
Item 16. DISCLOSURE WHETHER THE QUOTATION IS BEING SUBMITTED
OR PUBLISHED DIRECTLY OR INDIRECTLY ON BEHALF OF THE ISSUER
OR ANY OFFICER, DIRECTOR OR ANY PERSON DIRECTLY OR
INDIRECTLY THE BENEFICIAL OWNER OF MORE THAT TEN PERCENT
(10%) OF THE OUTSTANDING UNITS OR SHARES OF ANY EQUITY
SECURITY OF THE ISSUER:
The Issuer has no knowledge of any quotation being submitted on behalf of the Issuer or any director, officer or ten percent shareholder of any of the Issuers securities.
Item 17. THE OWNERSHIP OR MANAGEMENT OR ANYONE KNOWN TO
THE ISSUER TO OWN BENEFICIALLY MORE THAN 5% OF THE
OUTSTANDING SHARES AS OF THE DATE HEREOF:
None.
Item 18. BRIEF HISTORY OF THE ISSUER:
Formerly Nexar Technologies, Inc. until 2-05
Item 19. DISCLOSURE AS TO ANY CURRENT, PAST, OR PENDING LEGAL
PROCEDURES BY OR AGAINST THE ISSUER:
The Company is not involved in any litigation.
Item 20. NAME, ADDRESS AND PHONE NUMBER OF COUNSEL:
Lic. Carlos Arrieta, Attorney at Law 240-1558
General Administration Building, Colonia Xolotlan, School of
Argentina 100 mts. West, No. 24a, Managua, Nicaragua
Item 21. NAME, ADDRESS AND PHONE NUMBER OF ACCOUNTANT:
Sr. Alex Aguilar
General Administration Building
Colonia Xolotlan, School of Argentina 100 mts. West, No. 24a,
Managua, Nicaragua 240-1558
Item 22. DISCLOSURE AS TO RELATIONSHIPS EXISTING AMONG THE
COMPANY’S OFFICERS, DIRECTORS AND SHAREHOLDERS:
None.
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