GG's DD, oh & NoMo's 2

Join the InvestorsHub Community

Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.

Live Updating

Older Newer

GGraessle

12/06/02 8:05 AM

Post #60

Found this at:

http://ragingbull.lycos.com/mboard/boards.cgi?board=YAKC&read=75

PENNY STOCK BASHERS ...Do not underestimate their influence on a stocks "run" not so much the stock itself. The Pro's are good at what they do and what they do is profit from your losses. Below is their "hand-book" so to speak. Learn it. Despite the shareholders saying their presence is a good sign, it isn't! Their presence spell the beginning of the end for that run.

1. Be annonymous
2. Use 10% fact. 90% suggestion. The facts will lend credibility to your suggestions
3. Let others help you learn about the stock. Build rapport and a support base before bashing
4. Enter w/ humor and reply to all who reply to you.
5. Use multiple ISP's, handles and aliases
6. Use 2 or more aliases to simulate a discussion.
7. Do not start with an all out slam of the stock. Build to it.
8. Identify your foes (hypsters) and the boards "guru" Use them to your advantage. Lead them do not follow their lead.
9. Only bash until the tide/momentum turns. Let doubt carry it the rest of the way.
10. Give the appearance of being open minded.
11. Be bold in your statements. People follow strength.
12. Write headlines in caps with catchy statements.
13. Pour it on as your opponent/ stock gains momentum. Not you.
14. Don't worry about being labeled a "basher". Newbies won't know your history.
15. When identified put up a brief fight, then back off. Return in an hour.
16. Your goal is to limit the momentum of the run. Not tank the company or create a plunge in the stock.
17. Kill the dreams of profits, not the company or the stock.
18. Use questions to create critical thinking. Statements to reinforce facts.
19. TRY NOT TO LIE, NAME CALL OR USE PROFANITY.
20. Encourage people to call the company. 99% won't. They'll take your word for claims made.
21. Discourage people for taking the companies word for anything. Encourage them to call the company. They won't out of laziness.
22. If the companies history/PR's are negative constantly point to that. Compile a list of this data prior to beginning your efforts.
23. If the price rises blame it on the hype or the PR, Temporary mass reaction, the market, etc. Anything but the stock itself.
24. If other posters share your concerns, play on that and share theirs too.
25. Always cite low volume, even when it's not.
26. 3-4 aliases can dominate a board.
27. Goad the hypsters into personal debates putting their focus/efforts on you and not the stock or facts.
28. Promote other stocks would-be investors can turn to instead of the one your bashing.

WHY BASHERS BASH
1. They want to buy/re-buy more at a lower price so they try to artificially bash it down knowing their efforts are temporary at best and the stock will rebound soon. THEY ARE THE PRO'S,

2. They bought in at a higher price and must "average down". Lets say they own shares at .50 and they need to sell soon but the stock is stuck between .25 and .35 how do they sell without a big loss? They bash the stock down to .15 or so, they buy more shares at the new low price, combine them with the other stocks at .50 and they now have a new "average" price of .33 for their whole block. That's an easier and faster exit price than their original .50 They are not the PRO bashers. They are the idiots with bad timing. But what they do can work if they're dedicated enough.

The best weapon against "fear" is "facts"!!

GGraessle

12/03/02 9:04 AM

Post #59

GGraessle

12/03/02 8:55 AM

Post #58

S-8 filed 09/12/2002 for 7 million Shares.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Bioshield Technologies, Inc.
(Exact name of registrant as specified in its charter)

Georgia 58-2181628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

4405 International Blvd. - Suite B109
Norcross, Georgia 30093
Telephone: (770) 925-3653
(Address of principal executive offices)

BioShield Technologies, Inc.
2002 Stock Option Plan
(Full title of the Plan)

Gary B. Wolff, P.C.
805 Third Avenue
New York New York 10022
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)

CALCULATION OF REGISTRATION FEE

Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee

Common Stock
No par value 7,000,000 $ .063 $441,000 $130.10

--------------------------------------------------------------------------------

1 Registration fee has been calculated based upon closing bid price of $.063 as
of September 9, 2002

--------------------------------------------------------------------------------

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.

The following documents are incorporated by reference in the registration statement:

a. The registrant's latest annual report on Form 10-KSB, as amended to date;

b. All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the year covered by the Form 10-KSB referred to in (a) above; and

c. Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

The total number of shares authorized which the corporation shall have authority to issue is One Hundred Ten Million (110,000,000) shares, of which One Hundred Million (100,000,000) shares shall be Common Stock, no par value per share without cumulative voting rights and without any preemptive rights and 10,000,000 shares shall be Preferred Stock, no par value per share.

Item 5. Interest of Named Experts and Counsel.

Not Applicable

2

--------------------------------------------------------------------------------
Item 6. Indemnification of Directors and Officers.

The Company's Bylaws provide for the Company to indemnify each director and officer of the Company against liabilities imposed upon him (including reasonable amounts paid in settlement) and expenses incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be a party by reason of his being or having been a director or officer of the Company. The Company has also entered into Indemnification Agreements with each officer and director pursuant to which the Company will, in general, indemnify such persons to the maximum extent permitted by the Company's Bylaws and the laws of the State of Georgia against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any actual or threatened action or proceeding to which such director or officer is made or threatened to be made a party by reason of the fact that such person is or was a director or officer of the Company. The foregoing provisions may reduce the likelihood of derivative litigation against directors and may discourage or deter shareholders or management from suing directors for breaches of their duty of care, even though such an action, if successful, might otherwise benefit the Company and its shareholders.

Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides that a corporation's articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director. This Section also provides, however, that such a provision shall not eliminate or limit the liability of a director (i) for any appropriation, in violation of his duties, of any business opportunities of the corporation, (ii) for acts or omissions involving intentional misconduct or a knowing violation of law, (iii) for certain other types of liabilities set forth in the Code and (iv) for transactions from which the director derived an improper personal benefit. Article VI of the Company's Articles of Incorporation contains a provision eliminating or limiting the personal liability of a director of the Company to the fullest extent authorized by the Georgia Business Corporation Code.

In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business Corporation Code, provides for indemnification of directors and officers of the Company for liability and expenses reasonably incurred by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding in which they may become involved by reason of being a director or officer of the Company. Indemnification is permitted if the director or officer acted in a manner which he believed in good faith to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct to be unlawful; provided that the Company may not indemnify any director or officer
(i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding in which he was adjudged liable on the basis that personal profit was improperly received by him, except as determined by a court of competent jurisdiction. Article 9 of the Company's Bylaws contains a provision providing for the indemnification of officers and directors and advancement of expenses to the fullest extent authorized by the Georgia Business Corporation Code.

3

--------------------------------------------------------------------------------
Item 7. Exemption from Registration Claimed.

Not applicable

Item 8. Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index elsewhere herein.

Item 9. Undertakings.

a. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement;

Provided, however, that paragraph a.1.i. and a.1.ii. shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4

--------------------------------------------------------------------------------
b. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
c. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

d. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

5

--------------------------------------------------------------------------------

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Norcross, Georgia on September 11, 2002.

Bioshield Technologies, Inc.

/s/Timothy C. Moses
------------------------------------
By: Timothy C. Moses, Chairman, President,
Chief Executive Officer and Secretary/Treasurer

Name Date

/Timothy C. Moses/ Chairman, President, Chief Executive September 11, 2002
___________________ Officer and Secretary/Treasuer
Timothy C. Moses

/Rodothea Milatou/ Director September 11, 2002
--------------------
Dr. Rodothea Milatou

/ Alan Lingo/ Director September 11, 2002
--------------------
Alan Lingo

/Kevin Smith/ Director September 11, 2002
--------------------
Dr. Kevin Smith

6

--------------------------------------------------------------------------------
Page in Sequential Exhibit Index. Number system

1. Not Applicable
2. Not Applicable
3. Not Applicable
4. Instrument defining the rights of security holders - 2002 Stock
Option Plan..........................................................8
5. Consent and Opinion of Gary B. Wolff, P.C., 805 Third
Avenue, New York, New York 10022 regarding legality
of securities registered under this Registration....................18
6. Not Applicable
7. Not Applicable
8. Not Applicable
9. Not Applicable
10. Not Applicable
11. Not Applicable
12. Not Applicable
13. Not Applicable
14. Not Applicable
15. Not Applicable
16. Not Applicable
17. Not Applicable
18. Not Applicable
19. Not Applicable
20. Not Applicable
21. Not Applicable
22. Not Applicable
23. Consent of Sherb & Co., LLP
Certified Public Accountants for the Company for years
Ended June 30, 2000 and 2001.........................................7
24. Not Applicable
25. Not Applicable
26. Not Applicable
27. Not Applicable
99. Prospectus dated September 6, 2002..................................20

7

--------------------------------------------------------------------------------

Exhibit 4

Bioshield Technologies, Inc.

2002 STOCK OPTION PLAN
1. Purpose of this Plan

This Stock Option Plan (the "Plan") is intended as an employment incentive, to aid in attracting and retaining in the employ or service of Bioshield Technologies, Inc. (the "Company"), a Georgia corporation, and any Affiliated Corporation, persons of experience and ability and whose services are considered valuable, to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in the development and success of the Company. This Plan provides for the issuance of non-statutory stock options ("NSOs" or "Options") which are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2. Administration of this Plan

The Company's Board of Directors ("Board") may appoint and maintain as administrator of this Plan the Compensation Committee (the "Committee") of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Plan participants, to determine the provisions and terms of respective NSOs (which need not be identical as to number of shares covered by any NSO, the method of exercise as related to exercise in whole or in installments, or otherwise), including the NSO price, and to interpret the provisions and supervise the administration of this Plan. The Committee may, in its discretion, provide that certain NSOs not vest (that is, become exercisable) until expiration of a certain period after issuance or until other conditions are satisfied, so long as not contrary to this Plan.

A majority of the members of the Committee shall constitute a quorum. All decisions and selections made by the Committee pursuant to this Plan's provisions shall be made by a majority of its members. Any decision reduced to writing and signed by all of the members shall be fully effective as if it had been made by a majority at a meeting duly held. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it deems advisable. If at any time the Board shall consist of seven or more members, then the Board may amend this Plan to provide that the Committee shall consist only of Board members who shall not have been eligible to participate in this Plan (or similar stock or stock option plan) of the Company or its affiliates at any time within one year prior to appointment to the Committee.

All NSOs granted under this Plan are subject to, and may not be exercised before, the approval of this Plan by the holders of a majority of the Company's outstanding shares, and if such approval is not obtained, all NSOs previously granted shall be void. Each NSO shall be evidenced by a written agreement containing terms and conditions established by the Committee consistent with the provisions of this Plan.

8

--------------------------------------------------------------------------------
3. Designation of Participants
The persons eligible for participation in this Plan as recipients of NSOs shall include all full time and part-time employees (as determined by the Committee) and officers of the Company or of an Affiliated Corporation. In addition, directors of the Company or any Affiliated Corporation who are not employees of the Company or an Affiliated Corporation and any attorney, consultant or other adviser to the Company or any Affiliated Corporation shall be eligible to participate in this Plan. For all purposes of this Plan, any director who is not also a common law employee and is granted an option under this Plan shall be considered an "employee" until the effective date of the director's resignation or removal from the Board of Directors, including removal due to death or disability. The Committee shall have full power to designate, from among eligible individuals, the persons to whom NSOs may be granted. A person who has been granted an NSO hereunder may be granted an additional NSO or NSOs, if the Committee shall so determine. The granting of an NSO shall not be construed as a contract of employment or as entitling the recipient thereof to any rights of continued employment.

4. Stock Reserved for this Plan

Subject to adjustment as provided in Paragraph 9 below, a total of 7,000,000 shares of Common Stock ("Stock"), of the Company shall be subject to this Plan. The Stock subject to this Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company or any Affiliated Corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding NSOs at the termination of this Plan shall cease to be reserved for the purpose of this Plan, but until termination of this Plan, the Company shall at all times reserve a sufficient number of shares to meet the requirements of this Plan. Should any NSO expire or be canceled prior to its exercise in full, the unexercised shares theretofore subject to such NSO may again be subjected to an NSO under this Plan.

5. Option Price

The purchase price of each share of Stock placed under NSO shall not be less than Twenty (20%) Percent of the fair market value of such share on the date the NSO is granted. The fair market value of a share on a particular date shall be deemed to be the average of either (i) the highest and lowest prices at which shares were sold on the date of grant, if traded on a national securities exchange, (ii) the high and low prices reported in the consolidated reporting system, if traded on a "last sale reported" system, such as NASDAQ, or (iii) the high bid and high asked price for over-the-counter securities. If no transactions in the Stock occur on the date of grant, the fair market value shall be determined as of the next earliest day for which reports or quotations are available. If the common shares are not then quoted on any exchange or in any quotation medium at the time the option is granted, then the Board of Directors or Committee will use its discretion in selecting a good faith value believed to represent fair market value based on factors then known to them. The cash proceeds from the sale of Stock are to be added to the general funds of the Company.

9

--------------------------------------------------------------------------------
6. Exercise Period
a. The NSO exercise period shall be a term of not more than ten (10) years from the date of granting of each NSO and shall automatically terminate:

i. Upon termination of the optioned's employment with the Company for cause;

ii. At the expiration of twelve (12) months from the date of termination of the optioned's employment with the Company for any reason other than death, without cause; provided, that if the optioned dies within such twelve_month period, subclause (iii) below shall apply; or

iii. At the expiration of fifteen (15) months after the date of death of the optioned.

b. "Employment with the Company" as used in this Plan shall include employment with any Affiliated Corporation, and NSOs granted under this Plan shall not be affected by an employee's transfer of employment among the Company and any Parent or Subsidiary thereof. An optioned's employment with the Company shall not be deemed interrupted or terminated by a bona fide leave of absence (such as sabbatical leave or employment by the Government) duly approved, military leave, maternity leave or sick leave.

7. Exercise of Options

a. The Committee, in granting NSOs, shall have discretion to determine the terms upon which NSOs shall be exercisable, subject to applicable provisions of this Plan. Once available for purchase, un-purchased shares of Stock shall remain subject to purchase until the NSO expires or terminates in accordance with Paragraph 6 above. Unless otherwise provided in the NSO, an NSO may be exercised in whole or in part, one or more times, but no NSO may be exercised for a fractional share of Stock.

b. NSOs may be exercised solely by the optionee during his lifetime, or after his death (with respect to the number of shares which the optioned could have purchased at the time of death) by the person or persons entitled thereto under the decedent's will or the laws of descent and distribution.

c. The purchase price of the shares of Stock as to which an NSO is exercised shall be paid in full at the time of exercise and no shares of Stock shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order
(ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital raising transaction, (iii) by delivering shares of the Company's Common Stock which have been beneficially owned by the optioned, the optioned's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of shares of Stock being purchased upon exercise of the NSO or (iv) by delivery of shares of corporate stock which are freely tradeable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the shares of Stock being purchased under the NSO, or (v) a combination of cash, services, Delivered Stock or other corporate shares. An NSO shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Company. No holder of an NSO shall be, or have any of the rights and privileges of, a shareholder of the Company in respect of any shares of Stock purchasable upon exercise of any part of an NSO unless and until certificates representing such shares shall have been issued by the Company to him or her.

10

--------------------------------------------------------------------------------
8. Assignability
No NSO shall be assignable or otherwise transferable (by the optioned or otherwise) except by will or the laws of descent and distribution or except as permitted in accordance with SEC Release No.33-7646 as effective April 7, 1999 and in particular that portion thereof which expands upon transferability as is contained in Article III entitled "Transferable Options and Proxy Reporting" as indicated in Section A 1 through 4 inclusive and Section B thereof. No NSO shall be pledged or hypothecated in any manner, whether by operation of law or otherwise, nor be subject to execution, attachment or similar process.

9. Reorganizations and Recapitalizations of the Company

a. The existence of this Plan and NSOs granted hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale, exchange or transfer of all or any part of its assets or business, or the other corporation act or proceeding, whether of a similar character or otherwise.

b. The shares of Stock with respect to which NSOs may be granted hereunder are shares of the Common Stock of the Company as currently constituted. If, and whenever, prior to delivery by the Company of all of the shares of Stock which are subject to NSOs granted hereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a Stock dividend, a stock split, combination of shares (reverse stock split) or recapitalization or other increase or reduction of the number of shares of the Common Stock outstanding without receiving compensation therefor in money, services or property, then the number of shares of Stock available under this Plan and the number of shares of Stock with respect to which NSOs granted hereunder may thereafter be exercised shall (i) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.

11

--------------------------------------------------------------------------------
c. If the Company is reorganized, merged, consolidated or party to a plan of exchange with another corporation pursuant to which shareholders of the Company receive any shares of stock or other securities, there shall be substituted for the shares of Stock subject to the unexercised portions of outstanding NSOs an appropriate number of shares of each class of stock or other securities which were distributed to the shareholders of the Company in respect of such shares of Stock in the case of a reorganization, merger, consolidation or plan of exchange; provided, however, that all such NSOs may be canceled by the Company as of the effective date of a reorganization, merger, consolidation, plan of exchange, or any dissolution or liquidation of the Company, by giving notice to each optioned or his personal representative of its intention to do so and by permitting the purchase of all the shares subject to such outstanding NSOs for a period of not less than thirty (30) days during the sixty (60) days next preceding such effective date.
d. Except as expressly provided above, the Company's issuance of shares of Stock of any class, or securities convertible into shares of Stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into shares of Stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to NSOs granted hereunder or the purchase price of such shares.

10. Purchase for Investment

Unless the shares of Stock covered by this Plan have been registered under the Securities Act of 1933, as amended, each person exercising an NSO under this Plan may be required by the Company to give a representation in writing that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.

11. Effective Date and Expiration of this Plan

This Plan shall be effective as of September 6, 2002 (the date of its adoption by the Board of Directors) and no NSO shall be granted pursuant to this Plan after its expiration. This Plan shall expire on September 5, 2012, except as to NSOs then outstanding, which shall remain in effect until they have expired or been exercised.

12

--------------------------------------------------------------------------------
12. Amendments or Termination
The Board may amend, alter or discontinue this Plan at any time in such respects as it shall deem advisable in order to conform to any change in any other applicable law, or in order to comply with the provisions of any rule or regulation of the Securities and Exchange Commission required to exempt this Plan or any NSOs granted thereunder from the operation of Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other respect not inconsistent with Section 16(b) of the Exchange Act; provided, that no amendment or alteration shall be made which would impair the rights of any participant under any NSO theretofore granted, without his consent (unless made solely to conform such NSO to, and necessary because of, changes in the foregoing laws, rules or regulations), and the Board may further amend or alter this Plan in order to increase the total number of shares reserved for the purposes of this Plan except that no amendment or alteration to the Plan shall be made without the approval of stockholders which would:

a. Decrease the NSO price provided for in Paragraph 5 (except as provided in Paragraph 9), or change the classes of persons eligible to participate in this Plan as provided in Paragraph 3; or

b. Extend the NSO period provided for in Paragraph 6; or

c. Materially increase the benefits accruing to participants under this Plan; or

d. Materially modify the requirements as to eligibility for participation in this Plan or

e. Extend the expiration date of this Plan as set forth in Paragraph 11.

13. Government Regulations

This Plan, and the granting and exercise of NSOs hereunder, and the obligation of the Company to sell and deliver shares of Stock under such NSOs, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

14. Liability

No member of the Board of Directors, the Committee or officers or employees of the Company or any Affiliated Corporation shall be personally liable for any action, omission or determination made in good faith in connection with this Plan.

15. Miscellaneous

a. The term "Affiliated Corporation" used herein shall mean any Parent or Subsidiary.

b. The term "Parent" used herein shall mean any corporation owning 50 percent or more of the total combined voting stock of all classes of the Company or of another corporation qualifying as a Parent within this definition.

c. The term "Subsidiary" used herein shall mean any corporation more than 50 percent of whose total combined voting stock of all classes is held by the Company or by another corporation qualifying as a Subsidiary within this definition.

d. This 2002 Stock Option Plan is separate and distinct from the Company's prior 2002 Non-Statutory Option Plans as filed with the SEC on December 28, 2001 and March 6, 2002 as Exhibit 4 to Forms S-8.

13

--------------------------------------------------------------------------------
16. Options in Substitution for Other Options
The Committee may, in its sole discretion, at any time during the term of this Plan, grant new options to an employee under this Plan or any other stock option plan of the Company on the condition that such employee shall surrender for cancellation one or more outstanding options which represent the right to purchase (after giving effect to any previous partial exercise thereof) a number of shares, in relation to the number of shares to be covered by the new conditional grant hereunder, determined by the Committee. If the Committee shall have so determined to grant such new options on such a conditional basis ("New Conditional Options"), no such New Conditional Option shall become exercisable in the absence of such employee's consent to the condition and surrender and cancellation as appropriate. New Conditional Options shall be treated in all respects under this Plan as newly granted options. Option may be granted under this Plan from time to time in substitution for similar rights held by employees of other corporations who are about to become employees of the Company or an Affiliated Corporation, or the merger or consolidation of the employing corporation with the Company or an Affiliated Corporation, or the acquisition by the Company or an Affiliated Corporation of the assets of the employing corporation, or the acquisition by the Company or an Affiliated Corporation of stock of the employing corporation as the result of which it becomes an Affiliated Corporation.

17. Withholding Taxes

Pursuant to applicable federal and state laws, the Company may be required to collect withholding taxes upon the exercise of a NSO. The Company may require, as a condition to the exercise of a NSO, that the optioned concurrently pay to the Company the entire amount or a portion of any taxes which the Company is required to withhold by reason of such exercise, in such amount as the Committee or the Company in its discretion may determine. In lieu of part or all of any such payment, the optioned may elect to have the Company withhold from the shares to be issued upon exercise of the option that number of shares having a Fair Market Value equal to the amount which the Company is required to withhold.

18. Transferability in Accordance With Form S-8 as Amended and Effective April 7, 1999

Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release No. 33-7646 entitled "Registration of Securities on Form S-8" as effective April 7, 1999 and in particular in accordance with that portion of such Release which expands Form S-8 to include stock option exercise by family members so that the rules governing the use of Form S-8 (a) do not impede legitimate intra family transfer of options and (b) may facilitate transfer for estate planing purposes - all as more specifically defined in Article III, Sections A and B thereto, the contents of which are herewith incorporated by reference.

14

--------------------------------------------------------------------------------
19. No Stockholder Approval Required for Establishment of Plan
Notwithstanding anything to the contrary contained in this Plan it is the intention of the Company that the Plan comply, in all respects, with what is referred to as a "Broadly Based Plan" in Nasdaq Marketplace Rule 4350(i)(1)(A) and such other sections in the Nasdaq Marketplace Rules as may be applicable to "Broadly Based Plans". In that respect it is understood and agreed as follows:

1. No stockholder approval will be sought for establishment of the Plan or any amendments thereto and approval of the majority of the Company's Board of Directors shall suffice.

2. Less than fifty percent (50%) of all options issued under the Plan shall be issued to officers and directors of the Company; "officers" and "directors" being defined herein in the same manner as defined in Section 16 of the Securities Exchange Act of 1934; and

3. "Broadly Based" as defined herein shall mean that at the end of three (3) years from the date of the Plan as amended at least fifty one percent (51%) of all options granted thereunder shall have been granted to "rank and file" personnel of the Company (i.e., persons who are not officers and directors as defined in "2" above) and that at the anniversary date of each succeeding year no less than 51% of all options granted shall have been granted to the aforesaid "rank and file".

BioShield Technologies, Inc.

/Timothy C. Moses/
By: Timothy C. Moses, President and Chief Executive Officer
ATTEST:
/Timothy C. Moses/

By: Timothy C. Moses, Secretary

(SEAL)

15

--------------------------------------------------------------------------------

CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary of this Corporation, hereby certify that the foregoing 2002 Stock Option Plan was duly approved by the requisite majority of the Company's Board of Directors.

/Timothy C. Moses/ Timothy C. Moses, Secretary

(SEAL)

16

--------------------------------------------------------------------------------

OPTION AGREEMENT
The undersigned hereby grants____________(pursuant to the Bioshield Technologies, Inc. 2002 Stock Option Plan dated September 6, 2002 an option to purchase__________shares of Bioshield Technologies, Inc. (the "Corporation").

Option Period. This option shall be for a period of ten years from the date of this Option Agreement ("Option Period").

Option Price. The option price shall be $ per share for an aggregate of $ if the entire shares are purchased. The option price of the shares of Common Stock shall be paid in full at the time of exercise and no shares of Common Stock shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the undersigned's Common Stock which have been beneficially owned by the optioned, the optioned's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of shares of Stock being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradeable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the shares of Stock being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares.

Shareholder Rights. No holder of an Option shall be, or have any of the rights and privileges of, a shareholder of the Corporation in respect of any shares of Common Stock purchasable upon exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Corporation to him or her.

Determination of Exercise Date. This Option or a portion of this Option shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Corporation.

Date: ___________, 2002

Bioshield Technologies, Inc.

By:___________________________________
Timothy C. Moses, President and
Chief Executive Officer

17

--------------------------------------------------------------------------------

Exhibits 5 and 23
September 10, 2002

CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004

Gentlemen:

I am securities counsel to Bioshield Technologies, Inc., a Georgia corporation (hereinafter the "Company"). I have, in such capacity, examined and I am fully familiar with the Articles of Organization, as amended, and the By-Laws of the Company, and have examined the records of the corporate proceedings. I have also examined and I am fully familiar with such documents as I have considered necessary for rendering my opinion hereinafter set forth.

Based upon the foregoing, I am of the opinion that the shares of Common Stock, no par value, of the Company reserved for issuance under the Bioshield Technologies, Inc. 2002 Stock Option Plan dated September 6, 2002 will, when issued in accordance with the terms of such plan, be legally issued, fully paid and non-assessable.

In addition, I hereby consent to the use of our name in the above opinion filed with the Registration Statement on Form S-8.

Very truly yours,

/Gary B. Wolff/

Gary B. Wolff
GBW:hk

18

--------------------------------------------------------------------------------

SHERB & CO., LLP
805 Third Avenue
New York, New York 10022
212-838-2643
Fax 212-838-2676

Exhibit 23

CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of BioShield Technologies, Inc. on Form S-8 of our report dated September 12, 2002 relating to the financial statements of BioShield Technologies, Inc. as of years ended June 30, 2000 and 2001 with respect to its consolidated financial statements.

Sherb & Co., LLP
New York, New York
September 12, 2002

19

--------------------------------------------------------------------------------

Exhibit 99

PROSPECTUS

BioShield Technologies, Inc.

4405 International Blvd. - Suite B109
Norcross, Georgia 30093
Telephone: (770) 925-3653

2002 "Broadly Based" Stock
Option Plan, dated
September 6, 2002 SHARES OF
COMMON STOCK, NO PAR VALUE

This Prospectus relates to the Bioshield Technologies, Inc. 2002 Stock Option Plan, dated September 6, 2002 (the "Stock Option Plan"), pursuant to which officers, directors, attorneys, consultants, other advisors and other employees of Bioshield Technologies, Inc. (the "Company") and its Affiliates are eligible to receive shares of Common Stock of the Company (the "Stock Option Shares") in consideration for their past services. Participants in the Stock Option Plan may make payment for the Stock Option Shares either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the Company's Common Stock which have been beneficially owned by the optionee, the optionee's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of Stock Option Shares being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradeable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the Stock Option Shares being purchased under the Option, or
(v) a combination of cash, services, Delivered Stock or other corporate shares.

Since the sale of any securities of the Company by "affiliates" of the Company may not be made without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom (such as that provided by Rule 144 thereunder), the Company plans to advise those participants in the Stock Option Plan who may be "affiliates" of the Company, as such term is defined in Rule 144, (the Company and such participants not so conceding) that any such sales by participants who are not "affiliates" of the Company may be effected without compliance with the registration and prospectus delivery requirements of the Act.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

20

--------------------------------------------------------------------------------
The date of this Prospectus is September 6, 2002
A copy of any document or part thereof incorporated by reference in the Registration Statement or any other documents required to be delivered to participants pursuant to Rule 428(b) of the Securities Act but not delivered with this Prospectus will be furnished without charge upon written request. Requests should be addressed to: 2002 Stock Option Plan, Bioshield Technologies, Inc., 4405 International Blvd., Suite B109, Norcross, Georgia 30093, telephone number: 770- 925-3653.

The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other information with the Securities and Exchange Commission. The reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission in Washington, D.C. and at the Midwest Regional Office, Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661_2511. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.

No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof.

21

--------------------------------------------------------------------------------

TABLE OF CONTENTS

THE COMPANY...................................................................1

GENERAL INFORMATION REGARDING THE
2002 STOCK OPTION PLAN........................................................1
The Employers..............................................................1
Purposes...................................................................1
Period of Stock Option Plan................................................1
Administration.............................................................1
Reorganizations and Recapitalizations of the Company.......................2

SECURITIES TO BE OFFERED......................................................3

ELIGIBLE PARTICIPANTS.........................................................3

PURCHASE OF SECURITIES PURSUANT TO THE STOCK OPTION PLAN
AND PAYMENT FOR SECURITIES OFFERED............................................4
Exercise Period and Termination............................................4
Option Price...............................................................5
Transferability............................................................5
STOCKHOLDER APPROVAL REQUIRED FOR ESTABLISHMENT OF PLAN....................6

ASSIGNABILITY.................................................................6

AMENDMENTS....................................................................6

TAX EFFECTS OF STOCK OPTION PLAN PARTICIPATION................................7
Tax Treatment to the Participants..........................................7
Federal Income Tax Treatment of Nonqualified Stock Options.................7

RESTRICTIONS ON RESALE OF COMMON STOCK........................................8

LEGAL MATTERS.................................................................8

INDEMNIFICATION OF OFFICERS AND DIRECTORS.....................................8

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................9

FURTHER INFORMATION..........................................................10

EXHIBIT A 2002 "BROADLY BASED" STOCK OPTION PLAN
PLAN DATED SEPTEMBER 6, 2002.................................................11

--------------------------------------------------------------------------------

THE COMPANY
BioShield Technologies, Inc. is a Georgia corporation incorporated on June 1, 1995. The Company is currently authorized to issue One Hundred Ten Million (110,000,000) Shares of which One Hundred Million (100,000,000) Shares shall be Common Stock, no par value without cumulative voting rights and without any preemptive rights and 10,000,000 shares shall be Preferred Stock, no par value per share. The Company develops and markets surface modifying antimicrobials and biostatic products. The Company's products are used in customer, industrial and institutional markets, environmental services, and medical device markets. The Company's products are a reactive coating that modifies surfaces of all types by creating a covalent bond between surfaces and chemical agents. For further and more specific information regarding the Company's business activities, reference is herewith made to (a) the Company's Form 10-KSB, as amended to date (as filed with the Securities and Exchange Commission on October 16, 2001) and in particular (but not limited to) Item 1 "Business" and (b) all other reports filed by the Company pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the year covered by the Form 10-KSB referred to in (a) above. The full contents of such filings as indicated in (a) and (b) above, as amended to date (including financial statements and exhibits thereto) are herewith incorporated by reference as if fully set forth and repeated herein.

GENERAL INFORMATION REGARDING THE
2002 STOCK OPTION PLAN
The Employers.....The Company has its executive offices in Georgia at 4405 International Blvd., Suite B109, Norcross, Georgia 30093 - telephone:
770-925-3653.

Purposes..........The Stock Option Plan was adopted by the Board of Directors of the Company on September 6, 2002 and is intended as an employment incentive, to aid in attracting and retaining in the employ or service of the Company and any Affiliated Corporation, persons of experience and ability and whose services are considered valuable, to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in the development and success of the Company.

Period of Stock Option Plan. The Stock Option Plan shall expire on September 5, 2012 except as to Nonqualified Stock Options then outstanding, which shall remain in effect until they have expired or been exercised.

Administration....The Company's Board of Directors ("Board") may appoint and maintain as administrator of the Stock Option Plan, the Compensation Committee (the "Committee") of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Stock Option Plan participants, to determine the provisions and terms of respective Options (which need not be identical as to number of shares covered by any Option, the method of exercise as related to exercise in whole or in installments, or otherwise, including the Option price) and to interpret the provisions and supervise the administration of the Stock Option Plan. The Committee may, in its discretion, provide that certain Options not vest (that is, become exercisable) until expiration of a certain period after issuance or until other conditions are satisfied, so long as not contrary to the Stock Option Plan.

--------------------------------------------------------------------------------
A majority of the members of the Committee shall constitute a quorum. All decisions and selections made by the Committee pursuant to the Stock Option Plan's provisions shall be made by a majority of its members. Any decision reduced to writing and signed by all of the members shall be fully effective as if it had been made by a majority at a meeting duly held. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it deems advisable. If at any time the Board shall consist of seven or more members, then the Board may amend the Stock Option Plan to provide that the Committee shall consist only of Board members who shall not have been eligible to participate in the Stock Option Plan (or similar stock or stock option plan) of the Company or its affiliates at any time within one year prior to appointment to the Committee.
Reorganizations and Recapitalizations of the Company.

a........The existence of the Stock Option Plan and Options granted thereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale, exchange or transfer of all or any part of its assets or business, or any other corporation act or proceeding, whether of a similar character or otherwise.

b........The Stock Option Shares are shares of the Common Stock of the Company as currently constituted. If, and whenever, prior to delivery by the Company of all of the Stock Option Shares which are subject to Options granted thereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a Stock dividend, a stock split, combination of shares (reverse stock split) or recapitalization or other increase or reduction of the number of shares of the Common Stock outstanding without receiving compensation therefor in money, services or property, then the number of Stock Option Shares available under the Stock Option Plan and the number of Stock Option Shares with respect to which Options granted thereunder may thereafter be exercised shall (i) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.

c........If the Company is reorganized, merged, consolidated or party to a plan of exchange with another corporation pursuant to which shareholders of the Company receive any shares of stock or other securities, there shall be substituted for the Stock Option Shares subject to the unexercised portions of outstanding Options an appropriate number of shares of each class of stock or other securities which were distributed to the shareholders of the Company in respect of such Stock Option Shares in the case of a reorganization, merger, consolidation or plan of exchange; provided, however, that all such Options may be canceled by the Company as of the effective date of a reorganization, merger, consolidation, plan of exchange, or any dissolution or liquidation of the Company, by giving notice to each optionee or his personal representative of its intention to do so and by permitting the purchase of all the shares subject to such outstanding options for a period of not less than thirty (30) days during the sixty (60) days next preceding such effective date.

2

--------------------------------------------------------------------------------
d........Except as expressly provided above, the Company's issuance of Stock Option Shares of any class, or securities convertible into Stock Option Shares of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into Stock Option Shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Stock Option Shares subject to options granted thereunder or the purchase price of such shares.
A copy of the Stock Option Plan is attached hereto as Exhibit A.

SECURITIES TO BE OFFERED
.........Subject to adjustment, a total of 7,000,000 shares of Common Stock ("Stock"), of the Company shall be subject to the Stock Option Plan. The Common Stock subject to the Stock Option Plan shall consist of un-issued shares or previously issued shares reacquired and held by the Company or any Affiliated Corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding Options at the termination of the Stock Option Plan shall cease to be reserved for the purpose of the Stock Option Plan, but until termination of the Stock Option Plan, the Company shall at all times reserve a sufficient number of shares to meet the requirements of the Stock Option Plan. Should any Option expire or be canceled prior to its exercise in full, the unexercised shares theretofore subject to such Option may again be subjected to an Option under the Stock Option Plan.

.........On September 6, 2002, the Board of Directors approved the Stock Option Plan and authorized the issuance of 7,000,000 Common Shares to be subject to the Stock Option Plan.

ELIGIBLE PARTICIPANTS
The persons eligible for participation in the Stock Option Plan as recipients of Options shall include all full-time and part-time employees (as determined by the Committee) and officers of the Company or of an Affiliated Corporation. In addition, directors of the Company or any Affiliated Corporation who are not employees of the Company or an Affiliated Corporation and any attorney, consultant or other adviser to the Company or any Affiliated Corporation shall be eligible to participate in the Stock Option Plan. For all purposes of the Stock Option Plan, any director who is not also a common law employee and is granted an option under the Stock Option Plan shall be considered an "employee" until the effective date of the director's resignation or removal from the Board of Directors, including removal due to death or disability. The Committee shall have full power to designate, from among eligible individuals, the persons to whom Options may be granted. A person who has been granted an Option thereunder may be granted an additional Option or Options, if the Committee shall so determine. The granting of an Option shall not be construed as a contract of employment or as entitling the recipient thereof to any rights of continued employment. See, however, "No Shareholder Approval Required for Establishment of Plan".

3

--------------------------------------------------------------------------------

PURCHASE OF SECURITIES PURSUANT TO THE STOCK OPTION PLAN
AND PAYMENT FOR SECURITIES OFFERED
.........Consideration for Shares Issued Under the Stock Option Plan. The purchase price of the Stock Option Shares as to which an Option is exercised shall be paid in full at the time of exercise and no Stock Option Shares shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order
(ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the Company's Common Stock which have been beneficially owned by the optionee, the optionee's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of Stock Option Shares being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradeable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the Stock Option Shares being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares. An Option shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Company. No holder of an Option shall be, or have any of the rights and privileges of, a shareholder of the Company in respect of any Stock Option Shares purchasable upon exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Company to him or her.

Exercise Period and Termination. The nonqualified stock options exercise period shall be a term of not more than ten (10) years from the date of granting of each nonqualified stock option and shall automatically terminate:

i.....Upon termination of the optionee's employment with the Company for cause;

ii. At the expiration of Twelve (12) months from the date of termination of the optionee's employment with the Company for any reason other than death, without cause; provided, that if the optionee dies within such twelve month period, sub-clause (iii) below shall apply; or

iii. At the expiration of Fifteen (15) months after the date of death of the optionee.

4

--------------------------------------------------------------------------------
Employment with the Company as used in the Stock Option Plan shall include employment with any Affiliated Corporation and nonqualified stock options granted under the Stock Option Plan shall not be affected by an employee's transfer of employment among the Company and any Parent or Subsidiary thereof. An optionee's employment with the Company shall not be deemed interrupted or terminated by a bona fide leave of absence (such as sabbatical leave or employment by the Government) duly approved, military leave, maternity leave or sick leave.
Option Price. ....The Stock Option Plan provides that the option price with respect to each option will not be less than Twenty (20%) Percent of the fair market value of such share on the date the option is granted. The fair market value of a share on a particular date shall be deemed to be the average of either (i) the highest and lowest prices at which shares were sold on the date of grant, if traded on a national securities exchange, (ii) the high and low prices reported in the consolidated reporting system, if traded on a "last sale reported" system, such as NASDAQ, or (iii) the high bid and high asked price for over-the-counter securities. If no transactions in the stock occur on the date of grant, the fair market value shall be determined as of the next earliest day for which reports or quotations are available. If the common shares are not then quoted on any exchange or in any quotation medium at the time the option is granted, then the Board of Directors or Committee will use its discretion in selecting a good faith value believed to represent fair market value based on factors then known to them.

Transferability.

a. Options granted under the Stock Option Plan are transferable by the holder
(a) by will or the laws of descent and distribution and (b) to the extent permitted by Form S-8 as amended April 7, 1999. If a participant dies during employment or within three months thereafter, the option granted to him may be exercised by his legal representative to the extent set forth therein until either the expiration of the option or within one year after the date of death, whichever comes first.

b. Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release No. 33-7646 entitled "Registration of Securities on Form S-8" as effective April 7, 1999 and in particular in accordance with that portion of such Release which expands Form S-8 to include stock option exercise by family members so that the rules governing the use of Form S-8 (a) do not impede legitimate intra family transfer of options and (b) may facilitate transfer for estate planning purposes - all as more specifically defined in Article III, Sections A and B thereto, the contents of which are herewith incorporated by reference.

5

--------------------------------------------------------------------------------

NO STOCKHOLDER APPROVAL REQUIRED FOR ESTABLISHMENT OF PLAN
Notwithstanding anything to the contrary contained in this Prospectus it is the intention of the Company that the Plan comply, in all respects, with what is referred to as a "Broadly Based Plan" in NASDAQ Marketplace Rule 4350(i)(1)(A) and such other sections in the Nasdaq Marketplace Rules as may be applicable to "Broadly Based Plans". In that respect it is understood and agreed as follows:

4. No stockholder approval will be sought for establishment of the Plan or any amendments thereto and approval of the majority of the Company's Board of Directors shall suffice.

5. Less than fifty percent (50%) of all options issued under the Plan shall be issued to officers and directors of the Company; "officers" and "directors" being defined herein in the same manner as defined in
Section 16 of the Securities Exchange Act of 1934 and

6. "Broadly Based" as defined herein shall mean that at the end of three (3) years from the date of the Plan as amended at least fifty one percent (51%) of all options granted thereunder shall have been granted to "rank and file" personnel of the Company (i.e., persons who are not officers and directors as defined in "2" above) and that at the anniversary date of each succeeding year no less than 51% of all options granted shall have been granted to the aforesaid "rank and file".

ASSIGNABILITY
No Option shall be assignable or otherwise transferable (by the optionee or otherwise) except by will or the laws of descent and distribution or except as permitted in accordance with SEC Release No.33-7646 as effective April 7, 1999 and in particular that portion thereof which expands upon transferability as is contained in Article III entitled "Transferable Options and Proxy Reporting" as indicated in Section A 1 through 4 inclusive and Section B thereof. No Option shall be pledged or hypothecated in any manner, whether by operation of law or otherwise, nor be subject to execution, attachment or similar process.

AMENDMENTS
The Board may amend, alter or discontinue the Stock Option Plan at any time in such respects as it shall deem advisable in order to conform to any change in any other applicable law, or in order to comply with the provisions of any rule or regulation of the Securities and Exchange Commission required to exempt the Stock Option Plan or any Options granted thereunder from the operation of Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other respect not inconsistent with Section 16(b) of the Exchange Act; provided, that no amendment or alteration shall be made which would impair the rights of any participant under any Option theretofore granted, without his consent (unless made solely to conform such Option to, and necessary because of, changes in the foregoing laws, rules or regulations), and the Board may further amend or alter this Plan in order to increase the total number of shares reserved for the purposes of the Stock Option Plan except that no amendment or alteration to the Plan shall be made without the approval of stockholders which would:

6

--------------------------------------------------------------------------------
a. Decrease the Option price provided for in Paragraph 5 (except as provided in Paragraph 9), or change the classes of persons eligible to participate in the Stock Option Plan as provided in Paragraph 3; or
b. Extend the Option period provided for in Paragraph 6; or

c. Materially increase the benefits accruing to participants under the Stock Option Plan; or

d. Materially modify the requirements as to eligibility for participation in the Stock Option Plan; or

e. Extend the expiration date of the Stock Option Plan as set forth in Paragraph 11 of the Stock Option Plan.

TAX EFFECTS OF STOCK OPTION PLAN PARTICIPATION
Tax Treatment to the Participants. The Stock Option Plan provides for the grant of nonqualified stock options. A description of these options and certain federal income tax aspects associated therewith is set forth below. Because tax results may vary due to individual circumstances, each participant in the Stock Option Plan is urged to consult his personal tax adviser with respect to the tax consequences of the exercise of an option or the sale of stock received upon the exercise thereof, especially with respect to the effect of state tax laws.

Federal Income Tax Treatment of Nonqualified Stock Options. No income is recognized by an optionee when a non-qualified stock option is granted. Except as described below, upon exercise of a nonqualified stock option, an optionee is treated as having received ordinary income at the time of exercise in an amount equal to the difference between the option price paid and the then fair market value of the Common Stock acquired. The Company is entitled to a deduction at the same time and in a corresponding amount. The optionee's basis in the Common Stock acquired upon exercise of a nonqualified stock option is equal to the option price plus the amount of ordinary income recognized, and any gain or loss thereafter recognized upon disposition of the Common Stock is treated as capital gain or loss.

Stock acquired by "insiders' (i.e., officers, directors or persons holding 10% or more of the stock of the Company who are subject to the restrictions on short-swing trading imposed by Section 16(b) of the Securities Exchange Act of 1934) upon exercise of nonqualified stock options constitutes "restricted property" and, unless the optionee elects otherwise, the recognition of income upon exercise is deferred to the date upon which the stock acquired upon exercise may first be sold without incurring Section 16(b) liability (generally six months after exercise). If such an optionee does not elect to recognize income upon exercise, the insider will realize ordinary income in an amount equal to the difference between the option price and the fair market value on the date the stock may first be sold without incurring Section 16(b) liability.

7

--------------------------------------------------------------------------------

RESTRICTIONS ON RESALE OF COMMON STOCK
While the Stock Option Plan does not place restrictions on re-sales of Common Stock acquired thereunder, shares acquired under the Stock Option Plan by an "affiliate," as that term is defined in Rule 405, under the Securities Act of 1933, may only be resold pursuant to the registration requirements of the Act, Rule 144 or another applicable exemption therefrom. Generally, sales of securities, including Common Stock of the Company, are subject to antifraud provisions contained in federal and state securities laws. Acquisitions (including acquisitions under the Stock Option Plan) and dispositions of Common Stock of the Company by an officer, director or affiliate of the Company within any six month period may give rise to the right of the Company to recapture any profit from such transactions pursuant to Section 16(b) of the Securities Exchange Act of 1934.

It is advisable for a participant to consult with legal counsel concerning the securities law implications of his exercise of options and his acquisition or disposition of shares of Common Stock under the Stock Option Plan.

LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Gary B. Wolff, P.C., 805 Third Avenue, New York, New York 10022.

INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws provide for the Company to indemnify each director and officer of the Company against liabilities imposed upon him (including reasonable amounts paid in settlement) and expenses incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be a party by reason of his being or having been a director or officer of the Company. The Company has also entered into Indemnification Agreements with each officer and director pursuant to which the Company will, in general, indemnify such persons to the maximum extent permitted by the Company's Bylaws and the laws of the State of Georgia against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any actual or threatened action or proceeding to which such director or officer is made or threatened to be made a party by reason of the fact that such person is or was a director or officer of the Company. The foregoing provisions may reduce the likelihood of derivative litigation against directors and may discourage or deter shareholders or management from suing directors for breaches of their duty of care, even though such an action, if successful, might otherwise benefit the Company and its shareholders.

8

--------------------------------------------------------------------------------
Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides that a corporation's articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director. This Section also provides, however, that such a provision shall not eliminate or limit the liability of a director (i) for any appropriation, in violation of his duties, of any business opportunities of the corporation, (ii) for acts or omissions involving intentional misconduct or a knowing violation of law, (iii) for certain other types of liabilities set forth in the Code and (iv) for transactions from which the director derived an improper personal benefit. Article VI of the Company's Articles of Incorporation contains a provision eliminating or limiting the personal liability of a director of the Company to the fullest extent authorized by the Georgia Business Corporation Code.
In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business Corporation Code, provides for indemnification of directors and officers of the Company for liability and expenses reasonably incurred by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding in which they may become involved by reason of being a director or officer of the Company. Indemnification is permitted if the director or officer acted in a manner which he believed in good faith to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct to be unlawful; provided that the Company may not indemnify any director or officer (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding in which he was adjudged liable on the basis that personal profit was improperly received by him, except as determined by a court of competent jurisdiction. Article 9 of the Company's Bylaws contains a provision providing for the indemnification of officers and directors and advancement of expenses to the fullest extent authorized by the Georgia Business Corporation Code.

The Company also maintains directors and officers liability insurance which insures against liabilities that directors and officers of the Company may incur in such capacities.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the registration statement:

a. The registrant's latest annual report on Form 10-KSB.

b. All other reports filed by the registrant pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the year covered by the Form 10-KSB referred to in (a) above; and

c. Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

9

--------------------------------------------------------------------------------

FURTHER INFORMATION
A Registration Statement on Form S-8 was filed by the Company with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933. This Prospectus omits certain of the information contained in the Registration Statement and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the securities to which this Prospectus relates. Statements herein contained concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference.

10

--------------------------------------------------------------------------------

Exhibit A

OPTION AGREEMENT
The undersigned hereby grants____________(pursuant to the Bioshield Technologies, Inc. 2002 Stock Option Plan dated September 6, 2002 an option to purchase________shares of Bioshield Technologies, Inc. (the "Corporation").

Option Period.....This option shall be for a period of ten years from the date of this Option Agreement ("Option Period").

Option Price......The option price shall be $ per share for an aggregate of $ if the entire shares are purchased. The option price of the shares of Common Stock shall be paid in full at the time of exercise and no shares of Common Stock shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the undersigned's Common Stock which have been beneficially owned by the optioned, the optioned's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of shares of Stock being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradeable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the shares of Stock being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares.

Shareholder Rights. No holder of an Option shall be, or have any of the rights and privileges of, a shareholder of the Corporation in respect of any shares of Common Stock purchasable upon exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Corporation to him or her.

Determination of Exercise Date. This Option or a portion of this Option shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Corporation.

Date: ___________, 2002

Bioshield Technologies, Inc.

By:___________________________________
Timothy C. Moses, President and Chief Executive Officer

The best weapon against "fear" is "facts"!!

GGraessle

12/03/02 8:51 AM

Post #57

8K filed 11/15/2002 regarding Aerus

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 16, 2002

INTERNATIONAL BIOCHEMICAL INDUSTRIES, INC.
formerly
BIOSHEILD TECHNOLOGIES, INC.

--------------------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

Georgia 0-24913 58-2181628
---------------------------- ------------------------ --------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)

4505 International Boulevard, Suite B-109, Norcross, Georgia 30093

--------------------------------------------------------------------------------

(Address of Principal Executive Offices)

Registrant's telephone number, including area
code: 770-925-3653

--------------------------------------------------------------------------------

Item 5. Other Events

On June 6, 2002 the Company filed a Form 8-K with date of Report of May 16, 2002, wherein it reported under Item 5, the entry into a Letter Agreement ("Agreement") with a firm known as Aerus. The Agreement indicated, in part, that the due diligence process provided for was expected to be concluded on or before September 16, 2002. A copy of the Letter Agreement was filed as Exhibit 99 to such Form 8-K.

The due diligence period having ended, the parties thereto have mutually agreed not to go forward with the proposed transaction.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNATIONAL BIOCHEMICAL
INDUSTRIES, INC.

By: /Timothy C. Moses/

--------------------------------------------------------------------------------

Timothy C. Moses
President and Chief Executive Officer
Dated: October 7, 2002

The best weapon against "fear" is "facts"!!

GGraessle

12/03/02 8:41 AM

Post #56

13G filed 10/02/2002 MCVI

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FINAL FILING

BioShield Technologies, Inc.
(Name of Issuer)

Warrants to purchase Issuer's no par value common stock (1)
(Title of Class of Securities)

09068A 10 7
(CUSIP Number)

March 27, 2002
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(1) In accordance with Rule 13d-3(d)
[ ] Rule 13d-1(b)
[] Rule 13d-1(c)
[ ] Rule 13d-1(d)

This is a final filing for a Reporting Person who no longer is required to file
a Form 13G. See "Remarks" below.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

REMARKS
On March 19, 2002, Reporting Person filed an initial 13G under file number 005-62223 for the reasons stated therein. Reporting Person had entered into a Consulting Agreement pursuant to which a number of options were issued to Reporting Person, which, if exercised, would have made Reporting Person a greater than 5% shareholder of issuer. None of the options granted were exercised and both the Consulting Agreement and options issued thereunder were cancelled pursuant to mutual agreement on March 27, 2002 so that Reporting Peron is currently no longer required to file a Schedule 13G other than this final filing.

--------------------------------------------------------------------------------

CUSIP No. 09068A 10 7 13G Page 2 of 5 Pages
------------------- ------ -------

1. Names Of Reporting Persons.
I.R.S. Identification No. Of Above Persons (Entities Only)

Mirman Capital Ventures, Inc.

2. Check The Appropriate Box If A Member Of A Group

(a)
(b)X

3. SEC Use Only

4. Citizenship Or Place Of Organization
New York

Number Of 5. Sole Voting Power ________________*See "Remarks"
Shares on
Beneficially 6. Shared Voting Power ______________ Cover Page
Owned By
Each Reporting 7. Sole Dispositive Power ___________
Person With
8. Shared Dispositive Power _________

9. Aggregate Amount Beneficially Owned By Each Reporting Person

10. Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares

11. Percent Of Class Represented By Amount In Row R 9

12. Type Of Reporting Person

Item 1.

(a) Name of Issuer. Bioshield Technologies, Inc.

(b) Address of Issuer's Principal Executive Offices
4405 International Blvd., Suite B109, Norcross, Georgia 30093

--------------------------------------------------------------------------------

Page 3 of 5 Pages
Item 2.
(a) Name of Person Filing: Mirman Capital Ventures Inc.

(b) Address of Principal Business Office or, if None, Residence 1175 Walt Whitman Road, Suite 100, Melville, New York 11747

(c) Citizenship: New York

(d) Title of Class of Securities

(e) CUSIP Number: 09068A 10 7

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:

(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.

(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.

(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) [ ] Investment company registered under Section 8 of the Investment Company Act.

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-(1)(ii)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership - See Remarks On Cover Page

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

(b) Percent of class:

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote __________________

(ii) Shared power to vote or to direct the vote ________________

(iii) Sole power to dispose or to direct the disposition of _______

(iv) Shared power to dispose or to direct the disposition of _____

--------------------------------------------------------------------------------

Page 4 of 5 Pages
Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another
Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Item 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Item 10. Certifications.

(a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

--------------------------------------------------------------------------------

Page 5 of 5 Pages
(b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 30, 2002

Date

MIRMAN CAPITAL VENTURES, INC.

Signature

Abraham Mirman, President

Name/Title
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

The best weapon against "fear" is "facts"!!

GGraessle

12/03/02 8:36 AM

Post #55

Excerpts taken from the Annual Report filed 10/16/2002

State Registrant's revenues for its most recent fiscal year. $1,937,122

The number of shares outstanding of each of the Registrant's classes of common stock, as of September 26, 2002 is 77,702,292 shares, all of one class, no par value. Of this number 76,864,700 shares have an aggregate market value of $3,074,588 based on the closing price of Registrant's common stock of $.04 on October 14, 2002 as quoted on the Electronic Over-the-Counter Bulletin Board ("OTCBB") were held by non-affiliates of the Registrant.

Item 1. Description of Business

Background Summary

BioShield is committed to the discovery, development, marketing and sale of leading-edge antimicrobial and biostatic products. The Company's antimicrobial technology is a revolutionary alternative to conventional sanitizers, disinfectants, bleaches, biocides and preservatives. BioShield's proprietary antimicrobial products are much more durable, effective, and safe, and can make claims that no other products can.

BioShield intends to capture the market opportunity through a business strategy that encompasses superior research and development supporting our focus in the specialty chemical industry. This focus of specialty chemicals includes various industry specific technologies which apply in areas from pulp and paper, to household cleaning products, to paints and adhesives, and to others. This vertical market approach offers the Company lucrative business opportunities as well as significant revenue diversification. Management believes that the Company's superior technology will dominate the future antimicrobial market.

The primary core technology contains no heavy metals, formaldehyde treatment or phenol groups, and is the only essentially non-toxic antimicrobial. Unlike other antimicrobial materials, the Company's product has never been shown to allow or cause microbial adaptation, resistance, mutation, diffusion, or migration. It is significantly different from conventional sanitizers, disinfectants, or biocides that are extremely toxic and contaminate the environment with undesirable chemicals. Some of the differences are in its chemical nature, effectiveness, durability and safety. This technology has a unique advantage over all previously known methods and applications: the antimicrobial component material is bonded to the cell or surface. Microorganisms are then destroyed by simple contact with the surface. BioShield antimicrobial products bond to almost any surface, creating unlimited applications for the Company's breakthrough technology.

Unlike most other biocides, BioShield's antimicrobial is effective against single-celled organisms. Since it does not dissipate, it minimizes or eliminates the potential for microorganisms to adapt, build up tolerance, or become resistant. It acts by rupturing the cell membrane, not by poisoning the cell. By contrast, most other antimicrobials, sanitizers and disinfectants are designed to diffuse and be absorbed. Once absorbed, they act by poisoning the microorganisms or causing fatal mutations. However, as they diffuse, they lose strength, and adaptation can and usually does occur. Unlike conventional biocides and anti-viral drugs that are designed to volatilize and be absorbed by organisms, the BioShield antimicrobial is a durable, broad spectrum antimicrobial that chemically bonds to, and literally becomes part of, the application surface. Most surfaces remain antimicrobial for an extended period of time. BioShield's antimicrobial acts as microorganisms come into direct contact with it. Since the antimicrobial is not absorbed by organisms, but remains a part of each application surface, it, in effect, transforms conventional surfaces and materials into active antimicrobial surfaces. These

1

--------------------------------------------------------------------------------
surfaces will remain effective for extended periods, which will result in a significant reduction of some viruses and infections caused by air-borne microbial contaminants.
RECENT DEVELOPMENTS

BioShield is executing a signed licensing and distribution agreement with Megastar that calls for payments to BioShield in the amount of Thirty Five Million ($35,000,000) Dollars over an eight year period. BioShield's management believes gross margins will reach its targeted goals. The contract calls for purchase of product of not less than $700,000 for the one year period March 2001 through March 2002 to maintain the exclusivity agreement in the territory of South Asia. As of September 30, 2002, Megastar has purchased from BioShield products with a value of $1,100,000 of which we collected approximately $600,000.

BioShield also signed a licensing and distribution agreement for its "Pet Stop" line of products with "Direct America" in December 2001 that called for estimated revenues to BioShield in the amount of $2,500,000 million over a Three
(3) year period. "Direct America" planned to market the products through the advertising agency Fricks/Firestone, a firm that has done work for Papa John's, Protective Ins. and Suntory Water Group. However, BioShield, in August 2002, elected to cancel this contract and is looking for an alternative licensee(s) to sell the PetStop product line.

BioShield's management entered into an agreement in October 2001 with a New York Institution to provide up to $1,000,000 of conventional accounts receivable financing. BioShield has been able to draw down on the credit line to within 80% of the value of purchase orders. After signing this agreement, BioShield cancelled all lines of equity funding and has since cancelled the agreement referred to herein. The line of credit is payable on demand and is collateralized by substantially all of the Company's assets. As of June 30, 2002, the Company borrowed $1,000,016 under this line of credit and is currently in default.

After receiving inquiries from military departments and contractors -- Camber; Objective Individual Combat Weapon (OTCW); Objective Crew Served Weapon (OCSW); Sam Whitfield, Commander of U.S. Army Infantry Center ATSH-OTY; Hospitals; Laboratories; and the International corporation of Airport security in Germany and Ireland regarding the use of BioShield's antimicrobial agent against Anthrax, management proceeded with testing the effectiveness of its chemicals against Anthrax.

BioShield's microbiologists believe BioShield's products are effective against the Bacillus Anthracis, the bacteria that causes Anthrax. BioShield's in-house laboratories have tested BioShield products against a wide variety of Gram-positive and Gram-negative bacteria from the same family of Bacillus Anthracis, such as Bacillus Subtilis, with a 100% success rate of eliminating the bacteria.

BioShield has been in contact with the CDC in Atlanta, GA; Los Alamos National Laboratory in Los Alamos, New Mexico; and a military research organization to discuss the value, if any, of using BioShield's technology as a protective agent against Bacillus Anthracis. Outside testing is necessary because of the high risk and level of transmission of spores. Specialists in the field of

2

--------------------------------------------------------------------------------
Anthrax were sought out to determine if the unique attributes of BioShield's chemical molecule agent can contribute to stopping the dissemination of Anthrax and reducing the potential risk of Anthrax.
BioShield was invited to address the applicable senate committee (SCEPW) regarding BioShield's core technology and its unique ability to kill Anthrax spores and Bacillus Anthracis bacteria. The written report was included in the congressional hearings that recently addressed bio-hazards and bio-terrorism. A complete and thorough statement, detailing the effectiveness of the company's technology (and the work efforts being performed with a consortium, including Health Safe USA and TRIDIM Filter Corporation, with reference to government building and military solutions) has been submitted for inclusion in the Congressional Report.

On August 15, 2002, BioShield received notice of further testing requirements needed for EPA approval. At this time, we will not be, on our own, obtaining further registrations because the amount of projected product to be purchased is less than the overall additional costs required to complete the EPA testing requirements. However, we are continuing to pursue other alternatives in moving forward with the Anthrax approvals and are seeking an appropriate licensing partner to pursue this opportunity.

On November 8, 2001, BioShield announced that orders from an East Coast distributor, Tandem Technologies International, have increased. Management at both Tandem and BioShield believe there is an increased awareness and concern over protecting work environments from poor indoor air quality (IAQ) also known as "Sick Building Syndrome," a condition that can develop quickly in an unprotected building. Tandem's distribution channels cover the United States, Europe and Japan and include several sub-distributors with over 120 sales personnel that serve over 3,500 contractors around the United States.

BioShield announced on December 4, 2001, that it is part of a project with the following companies: TRIDIM Filter Corporation ($65 million private company leader in the filtration industry, John C. Stanley, President); Pinnacle Environmental Corporation (specializing in asbestos and lead abatement services); Annabec Corporation (suppliers of Biochek 500T, BioShield's technology); and Ondeo Nalco (one of BioShield's global distributors). BioShield and these four leaders in their fields, worked together to eliminate the problems created in and around buildings that were affected as a result of the September 11th terrorist attacks against the World Trade Center. As of September 30, 2002, this work has been completed.

BioShield received a purchase order for an initial $500K purchase placed with BioShield in September 2001 from ONDEO-NALCO (Toronto: NLCO), a subsidiary of Suez (NYSE: SZE), a $30 billion company located in France. ONDEO-NALCO, a $4.2 billion dollar distributor of specialty chemicals, launched BioShield technology at the International Coating Exposition & Technology Conference 2001, and introduced the Biochek 500T with BioShield technology to over three hundred fifty companies showing their commitment to selling BioShield's products. Nalco continues to purchase product and has an outstanding purchase order in the amount of $500,000 through September 2002; however, it has not met the anticipated targets outlined in our proposed agreement.

3

--------------------------------------------------------------------------------
BioShield and AbTech Industries, Inc. (www.abtechindustries.com ) entered into a strategic alliance in December 2001 that will combine the companies' patented technologies to produce the first-ever anti- microbial solution to storm water run-off. Both companies said the new product has the potential to revolutionize storm water management practices to ensure clean water in communities throughout the country. BioShield continues to look for a solution with AbTech for incorporation of our technology with their products.
In January 2002, BioShield announced that a $4 Billion Worldwide chemical company that has manufacturing facilities in 26 countries and sales organizations in over 120 countries has reported they are close to gaining certification of BioShield's antimicrobial from a health board in Europe. Once the administrative process is complete the worldwide firm has stated they plan to target the pulp and paper industry and conduct trial tests for broad applications with polymers. The company is a leading worldwide supplier of additives to the polymer industry including antimicrobial compounds. In addition the firm is one of the largest suppliers of antimicrobial compounds for use in consumer products. The worldwide firm is currently under a confidentiality agreement with BioShield. BioShield continues to support this effort; however, we do not foresee closure in the near future.

In late January 2002, BioShield launched its new web site designed to carry out requests from companies around the world for information on BioShield's unique and patented antimicrobial compounds. Potential licensees have a choice of downloading all of our technical data, including material safety data sheets, spec data, master labels, EPA certificates, FDA/Medical applications, patents, product descriptions, global and specialty licenses, recent company developments and technical data by industry. In addition the Company is posting a wealth of material designed to assist firms that have been asking for enhanced marketing material for their particular industry. BioShield continues to make enhancements to the web site and plans to complete the addition of different languages in the coming year.

Also in late January 2002, BioShield and Wm. Zinsser and Co., Inc., a company in business since 1849 and a division of RPM, Inc. (NYSE: RPM - news), signed a proposed distribution agreement with BioShield. Both parties have agreed to keep confidential the terms of the proposal; however, both sides continue to pursue avenues in which the Company's technology can be used with Zinsser products.

BioShield received two letters of understanding from Aerus/Electrolux in May 2002; one was regarding a proposed merger and the second regarding a proposed license arrangement. During the 120 day due diligence period, there were several conference calls conducted, many requests for data and records resulting in several boxes of data provided, and many hours of R&D effort expended. The due diligence period ended on September 16, 2002 and as a result, Aerus and BioShield have determined that they will not move forward with the merger and an amended Form 8-K has been filed in support of this decision. BioShield is continuing talks with Aerus however, and we are continuing to review the license agreement opportunity.

4

--------------------------------------------------------------------------------
On September 25, 2002, BioShield announced that it received unanimous approval from its Board of Directors to change its corporate name from BioShield Technologies, Inc. to International BioChemical Industries, Inc. (IBC Industries). The corporate name change is being made to help promote the new direction of the company and reposition the company to better describe our business focus and model. A new trading symbol, IBCL, for the company's common stock was applied for with the NASD and SEC and we announced the new symbol in early October 2002.
PRODUCTS and EPA REGISTRATIONS

BioShield announced in late December 2001 that, after years of successful testing, the EPA under FIFRA, approved BioShield Technologies' new germ killer, disinfectant and antimicrobial against Salmonella cholerasuis, Staphylococcus aureus and other bacteria, fungus and algae. This new agent is effective against household germs and prevents the spread of harmful bacteria and cross contamination. Based on independent laboratory results, this new germ killer antimicrobial had shown 99.9999% efficacy against Salmonella cholerasuis, Staphylococcus aureus, Gram positive and negative bacteria, yeast and different types of fungus and algae at 2, 7, 14, 21, and 28 days post application. The Company believes that with this EPA/FIFRA approval, there is a very substantial market for the technology in different areas.

In addition, the EPA approved AM 3651 P, EPA Reg No. 70871-15. Disinfectant and Antimicrobial agent is a solvent based system that provides residual protection. Unlike conventional disinfectants, sanitizers and bleaches, AM 3651 P is water-soluble and provides long lasting bond to surfaces.

BioShield announced on June 5, 2002 that the EPA has granted approval for a new use application of BioShield's Antimicrobial line of products for the $17 billion paints and coatings industry. This New Use Approval significantly extends the use of BioShield's product line as a spray on latex paints, stains, coatings, films, laminates and finishes as well as directly added in can paints to control the growth of bacteria, mold, mildew and algae for both indoor and outdoor use.

BioShield announced on June 10, 2002 that the EPA has granted approval for a new use application of BioShield's Antimicrobial line of products for the Polymers industry. This New Use Approval significantly extends the use of BioShield's product line as an anti- static agent as well as to eliminate degradation of the polymer.

On June 12, 2002, BioShield received from the EPA the amendment, submitted in connection with registration under section 3(c) (7) (A) of the Federal, Insecticide, Fungicide, and Rodenticide Association (FIFRA), to add to its list of approval uses, the new use of the BioShield water-based active ingredient (AM 500) as a spray on latex paints, stains, coatings, films, laminates and finishes as well as directly added in can paints to control the growth of bacteria, mold, mildew and algae for indoor or outdoor use.

5

--------------------------------------------------------------------------------
BioShield announced on June 18, 2002 the development of a new molecular formulation of the trymethoxysilil family in a solid form, high concentrate active ingredient, designed to be used in the healthcare and medical sector. The Company has devoted several years to the development and refining of the new BST 1870. The development of 1870 as a medical-grade solid form antimicrobial/antibacterial has phenomenal potential to be utilized in various medical and healthcare applications and treatments and finally gives BioShield the opportunity to approach the $2 trillion medical industry with this revolutionary new biotechnology. In addition, BST 1870 in solid form also gives BioShield the ability to pursue markets that do not permit liquid applications, creating entirely new sources of potential revenue and licensee partners.
Summary Information Regarding Current BioShield Products

BioShield AM500, is a stable aqueous solution of a silicone quaternary ammonium salt, which can produce a durable micro biostatic coating on a broad range of surfaces. AM500 provides effective protection of treated surfaces against bacteria and fungi, including mold and mildew. BioShield Technologies has registered AM500 under FIFRA regulations and been given the EPA registration number 70871-1.

BioShield AM 3651P is an EPA registered antimicrobial agent effective against common household germs. This antimicrobial agent helps prevent the spread of harmful germs on treated hard, non-porous surfaces. 3651P is also effective in controlling mold and mildew by inhibiting the growth of mold and mildew and also resists stains and discoloration associated with the growth of such organisms. BioShield's 3651P also disinfects hard, non-porous surfaces and kills Salmonella choleraesuis and Staphylococcus aureus.

BSTI 1860 may be used for incorporation into or treatment of various materials to impart bacteriostatic/fungistatic properties. This formula molecularly bonds to most surfaces utilizing a silanol group. It is this feature that provides a durable coating on items it is incorporated into or applied to post-production. This molecular bonding does not allow the product to diffuse into the surrounding environment. It does not wash out, and maintains its effectiveness over time. The quaternary ammonium portion of the active ingredient provides antimicrobial activity. This product exhibits a broad spectrum of antimicrobial activity, and is effective in controlling various microbes. BioShield 1860 adds value to products by imparting a durable and effective micro biostatic coating that lasts.

RTU 50 is a "ready to use" product providing a durable antimicrobial coating on most surfaces. It is a water-based solution for easy application to desired materials. The active ingredient in RTU 50 actually bonds to the objects in which it is applied. This means that once RTU 50 is applied to a surface, the mold and mildew protection lasts. It attacks malodor and cosmetic degradation at the source. Using RTU 50 provides effective protection against bacteria and fungi, and retards the formation of mold and mildew stains.

RTU 75 combines BioShield's proprietary technology into an aqueous system to provide a durable antimicrobial barrier. RTU 75 protects surfaces from foul smelling odors and staining caused by mold and mildew. This is a non- flammable product that provides quick, uniform dispersion for easy application onto pre-cleaned surfaces.

6

--------------------------------------------------------------------------------
CS Concentrate Protectant 15 is a convenient formula that is fast, easy to apply, and very effective. CS 15 incorporates Spatented technology into a convenient protectant spray. It provides lasting protection against mold and mildew. The protective coating is not destroyed by repeat cleanings, and offers a durable finish on most surfaces. CS 15 controls and retards the deterioration caused by most bacteria and fungi. It may also be used to prolong the life of fabrics and carpets.
In addition, BioShield has developed twelve new products ready for market and has initiated a campaign to put in place nationwide distribution. The Company has devoted considerable time and expense to create a suite of products to serve large multi-billion dollar industries and several market niches with the potential of becoming one of the nation's leading suppliers of antimicrobial and antiviral products.

o BST 1870: Medical-Grade antimicrobial/antibacterial compound. Market focus of BST 1870 is the $2 trillion worldwide healthcare and medical sector.

o AM REM: EPA Approved. Bio-Remediation antibacterial/antimicrobial compound. Market focus for this product is the bio-remediation industry.

o BST C503: EPA Approved. Product focus is used as a deodorizer, anti-static agent and antimicrobial barrier for application on carpets and rugs.

o BST H502: EPA Approved. Product's focus is to be utilized as a surfactant or coating on a diverse array of hard surfaces.

o BST F501: EPA Approved. BST F501 is designed to be utilized in filtration systems for both water and air purification.

o BST 022: Anti Corrosion product to be used on a wide variety of surfaces to be utilized in the specialty coatings industry.

o BST ANTISTAT: Antistatic Agent to be used as a surfactant on a diverse array of surfaces.

o BST LUBE-EX: Lubricant with antimicrobial properties to be utilized in environments where lubricants must be bacteria free. Applications typically sought in the oil and equipment industry.

o BST AS 048: EPA Approved Anti Slime agent to be used within the $800 million pulp and paper industry and other industries where slime is a problem in large production facilities that deal with pulp, paper, food, and natural resources.

o BST-7: Odor counteract and to be utilized in both consumer and industrial applications in a large variety of industries and applications.

o BST CD530: Antimicrobial agent specifically designed for concrete applications. Particularly focused in the building industry, which is estimated at $1 Billion.

o MB M100: De-Odorizing Clear Coating antibacterial/antimicrobial agent. Can be utilized across numerous industries and applications.

7

--------------------------------------------------------------------------------
GOVERNMENT REGULATIONS AND APPROVAL
Patents, Patent Applications & EPA Registrations

Granted United States Patents:

United States Patent Number 6,120,587 Abstract: The composition formed by mixing an organosilane, optionally having a nonhydrolizable organic group, but having one or more hydrolyzable groups, with a polyol containing at least two hydroxy groups, wherein at least any two of the hydroxy groups are separated by no more than two intervening atoms. Water-stabilized organosilane compounds. A water stable composition made from the polyol and organosilane or compound and water. A method of treating a substrate by mixing or contacting the substrate with the product compound, or composition of this invention for a period of time sufficient for treatment of the substrate. A treated substrate having adhered thereto the product, compound, or composition of this invention. A method of dyeing and treating a substrate. A method of antimicrobially treating a food article. A method of antimicrobially coating a fluid container. A method of antimicrobially coating a latex medical article. A method of making a siloxane in the presence of a stabilizer.

United States Patent Number 6,113,815 Abstract: The composition formed by mixing an organosilane with an ether. Water-stabilized organosilane compounds. A water stable composition made from the ether and organosilane composition and water. A method of treating a substrate by mixing or contacting the substrate with the product, compound, or composition of this invention for a period of time sufficient for treatment of the substrate. A treated substrate having adhered thereto the product, compound, or composition of this invention. A method of dyeing and treating a substrate. A method of antimicrobially treating a food article. A method of antimicrobially coating a fluid container. A method of antimicrobially coating a latex medical article.

United States Patent Number 5,954,869 Abstract: The composition formed by mixing an organosilane, optionally having a nonhydrolizable organic group, but having one or more hydrolyzable groups, with a polyol containing at least two hydroxy groups, wherein at least any two of the hydroxy groups are separated by no more than two intervening atoms. Water-stabilized organosilane compounds. A water stable composition made from the polyol and organosilane or compound and water. A method of treating a substrate by mixing or contacting the substrate with the product, compound, or composition of this invention for a period of time sufficient for treatment of the substrate. A treated substrate having adhered thereto the product, compound, or composition of this invention. A method of dyeing and treating a substrate. A method of antimicrobially treating a food article. A method of antimicrobially coating a fluid container. A method of antimicrobially coating a latex medical article. A method of making a siloxane in the presence of a stabilizer.

8

--------------------------------------------------------------------------------

US PATENTS PENDING:
Application
Docket Number Region Number Description
....................... .............. .................. ..................................................
BST-105 US 08/965,441 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. ..................................................
BST-100D4 US 09/590,493 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. ..................................................
BST-101D1 US 09/654,232 Ether-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. ..................................................
BSI-102D1 US 09/967,486 Water-Stabilized Organosilane Compounds and
Methods for Using the Same

FOREIGN PATENTS ISSUED:

Docket Number Region Serial Number Description
....................... .............. .................. .................................................
BST-99NZ New Zealand 329397 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100NZ New Zealand 330379 Water-Stabilized Organosilane Compounds and
Methods for Using the Same

FOREIGN PATENTS PENDING:

Application Description
Docket Number Region Number
....................... .............. .................. .................................................
BST-99 BZ Brazil PI 9702243-8 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-99 IL Israel 122,555 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-99 MX Mexico 980185 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 AR Argentina P 980102138 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 BR Brazil PI 9806344-8 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 CA Canada 2236893 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 EPO EC 98303600.5 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 IL Israel 124316 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 JP Japan 10-125119 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 MX Mexico 983600 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-100 Div1IL Israel 136872 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-101 BR Brazil PI9811509-0 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-101 CA Canada 2296397 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-101 EPO E.C. 98935768.6 Water-Stabilized Organosilane Compounds and
Methods for Using the Same

9

--------------------------------------------------------------------------------

FOREIGN PATENTS PENDING (Continued):
BST-101 JP Japan 2000-503088 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-101 MX Mexico 627 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-102 BR Brazil PI9812102-4 Water-Stabilized Organosilane Compounds and
Their Use
....................... .............. .................. .................................................
BST-102 CA Canada 2296395 Water-Stabilized Organosilane Compounds and
Their Use
....................... .............. .................. .................................................
BST-102 EPO E.C. 98935832 Water-Stabilized Organosilane Compounds and
Their Use
....................... .............. .................. .................................................
BST-102 JP Japan 2000-503089 Water-Stabilized Organosilane Compounds and
Their Use
....................... .............. .................. .................................................
BST-102 MX Mexico 625 Water-Stabilized Organosilane Compounds and
Their Use
....................... .............. .................. .................................................
BST-102 PCT PCT/US98/14985 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-105C1X CA Canada 2292005 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-105C1X JP Japan 11-355128 Water-Stabilized Organosilane Compounds and
Methods for Using the Same
....................... .............. .................. .................................................
BST-105C1X MX Mexico 9911802 Water-Stabilized Organosilane Compounds and
Methods for Using the Same

Current EPA Registrations:

US EPA Registration Number 70871-1 Water stabilized organosilane antimicrobial compound / end use application.

US EPA Registration Number 70871-2 Water stabilized organosilane antimicrobial compound / manufacturers' use.

US EPA Registration Number 70871-13 Antimicrobial, disinfectant, germ kill, organosilane compound.

US EPA Registration Number 70871-12 Solvent based organosilane antimicrobial compound.

US EPA Registration Number 70871-4 Water stabilized organosilane antimicrobial compound/ end use application.

US EPA Registration Number 70871-15 Disinfectant and Antimicrobial agent.

Future Filings

The Company plans to seek approval on a modified version of its core active ingredient. The modification of the product involves the elimination of the highly toxic solvent (methanol). This modified active ingredient is highly soluble and less toxic to the user during application and still delivers the micro-biostatic properties. This would be an alternate source of active ingredient manufactured by the Company.

10

--------------------------------------------------------------------------------
Research and Development
The Company's core technologies are in both aqueous and non-aqueous reactive silanes and antimicrobial products. Combinations of both technologies are producing compounds with new properties and are setting new standards. The Company's new product releases in the near future will be based on these core technologies. Research on silane based and non-silane based antimicrobial will expand application of antimicrobial Company products from pesticides to medications and treatments to preventive care. Research on silane based durable products will provide the applicator with the opportunity to give surfaces new desired properties.

Products range from antimicrobial absorbents to cleaning solutions and disinfectants and household products. Products in this category include materials treated by the manufacturer, for example socks, shower curtains and carpets. Product development in this category is anticipated on a market-need basis in collaboration with the manufacturers. In addition, a number of new applications based on the uniqueness of the Company's products are anticipated. There can be no assurance that the Company will be successful in developing these or other products.

During the fiscal years ended June 30, 2002, and 2001, the Company incurred expenses of approximately $196,000 and $339,000, respectively, resulting from Company-sponsored research and development activities. Research and development is expected to remain a significant component of the Company's business. However, the Company may abandon or de-emphasize its research and development activities with respect to the primary development projects and expand research and development of other products as circumstances warrant. The Company has contracted out a substantial part of its research and intends to continue to do so while utilizing its staff for monitoring such research.

ANTIMICROBIAL BUSINESS

BioShield's primary focus is to exploit its proprietary technology to become the leader in antimicrobials and biocides for consumers, Original Equipment Manufacturing, industrial, institutional, environmental services, and various biochemical related industries. BioShield products are an easily applied reactive technology that modifies surfaces of all types, by creating an invisible covalent bond between surfaces and a variety of chemical agents. Through the cross linking technology, these antimicrobial properties and other chemical agents can impart many performance-enhancing characteristics, such as residual antimicrobial activity, removal of surface-borne and air-borne allergens which may cause respiratory discomfort or asthma, infection resistance, anti-inflammation, lubricity and drug delivery onto many surfaces without changing the dimensions or physical properties of the modified surfaces. In addition, the Company has added various vertical product lines (see summary information regarding current BioShield products) in many sectors of the industries.

BioShield believes that its antimicrobial technologies and other related biochemicals have properties that make its products significantly more durable, effective and safer than those currently available conventional antimicrobials, non-antibiotics, preservatives or biocides. BioShield also believes that certain manufacturers who utilize its technologies will significantly

11

--------------------------------------------------------------------------------
improve the performance of their products and in some situations differentiate their products in a highly competitive marketplace.
BioChemical Industries

BioShield is currently engaged in testing multiple applications of its core technology and products with leading manufacturers, many of whom are Fortune 500 companies. The Company is committed to a value-added strategy to have our antimicrobial technology incorporated into the products of these leading manufacturers. It is BioShield's intention to produce co-branded products in the future.

In addition, BioShield intends to follow a path taken by many other proprietary specialty chemical Research and Development Companies and has targeted leading specialty chemical distributors representing many vertical markets such as the Industrial and Institutional Industry, paints, coatings and adhesives, plastics, textiles, and pulp and paper. The Company aligns with distributors that sell BioShield products on either an exclusive or non-exclusive basis to specific customers, for specific customer applications, or into specific vertical industry markets.

BioShield manages this program so that, where possible, the distributor can take product and stock in their locations. The stocking program, potential sales opportunities and outlook for future sales are key requirements BioShield requires prior to entering into an agreement with a distributor. The Company knows our products have long sales cycles, however, we are interested in making long term agreements with distributors that can expend appropriate time marketing and selling our product and moving quantities into the marketplace.

In addition, the marketing of BioShield products within the institutional and industrial segments and other key vertical industries will be consistent, as all products that contain the BioShield technology will be clearly labeled. Advertising for the Company, its technology, and its products will consist of traditional media, printed material in high distribution trade journals, direct mail, and active, visible participation in all appropriate industry conventions.

And as a result of the distribution agreements, BioShield works very closely with distributors providing leads and opportunities and we are committed to supporting our distributors with strong technical personnel, sales and marketing support, and training. BioShield works with distributors regularly (monthly sales calls, quarterly/annual meetings, etc.) to understand product pipeline and forecasting, key opportunities, and problem accounts, with a focus on ensuring goals are being met, appropriate levels of inventory are on hand to support sales effort, and growth opportunities are targeted and executed.

Sub registrations

The Company currently allows companies to sub register our technology and registrations and we coordinate with distributors where applicable. As new products are developed some will be made available for private label distribution, particularly those that make non-pesticidal claims.

12

--------------------------------------------------------------------------------
The expansion of sub registered label sales will only be executed in situations where both the anticipated volume and pricing are such that positive profitability is available.
Licensing Value Added Technology

Utilization of BioShield's patented technology in leading consumer goods offered by other organizations represents potentially lucrative licensing revenues for the Company. The unique attributes of BioShield's technology permit incorporation into existing products as a value-added ingredient that imparts anti-microbial properties to the base product.

Marketing programs for value-added products are designed to support the global licensing strategy of BioShield. The Company intends to pursue additional licensing agreements with manufacturers that the Company anticipates will contain a marketing portion that outlines the requirements that each joint product will bear a notification of "Protected By BioShield" or other similar awareness building program. This extension of the Company's trademarks into categories, products, and geographies will enhance the long term branding campaign.

Establishment and Spin-off of Business - Healthcare Network Solutions, Inc. ("HNS") Subsidiary

BioShield founded HNS in April 2001 for the purpose of providing non-medical services to physician practices. It initially owned approximately 52% of all outstanding HNS common stock and thereafter owned approximately 35% post spin-off with the difference of 17% owned by BioShield shareholders in accordance with BioShield's September 24, 2001 press release wherein it indicated that it intended to spin-off, to its stockholders and on a 1 for 10 basis, a portion of those shares owned by it in HNS. As of September 30, 2002, BioShield owns approximately 19.96% of all outstanding HNS common stock.

HNS filed a Form 10-SB Registration Statement with the Securities and Exchange Commission ("SEC") which provided certain information about HNS, its current and proposed business activities and its management team. The Form 10-SB was filed on September 27, 2001. All information contained in the Form 10-SB and 10-KSB may be obtained at the SEC's web site at http:\\www.sec.gov.

The best weapon against "fear" is "facts"!!

GGraessle

12/03/02 8:18 AM

Post #54

10QSB: BIOSHIELD TECHNOLOGIES INC
11/15/2002
(EDGAR Online via COMTEX) -- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

International BioChemical Industries, Inc., formerly BioShield Technologies, Inc. (the "Company") is a Georgia corporation and was organized in 1995. The Company historically has engaged in research and development, patent filings, regulatory issues and related activities geared towards the sale of its retail, industrial and institutional products. We are currently selling antimicrobial products via licensing and distribution contracts. Many of these products provide long-term killing action of microorganisms responsible for cross contamination and viral contamination, along with inhibiting and controlling the growth of over 100 viral, bacteria, fungi and yeast organisms. The Company has continued to successfully build recognition and market penetration of its recently approved E.P.A. antimicrobial product line.

We are currently engaged in sale, distribution, and development of antimicrobial, biostatic, and medical related products for the industrial and institutional, and Specialty Chemical markets.

FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Three Months Ended September 30, 2002 compared to three months ended September 30, 2001

The Company's revenue decreased to $103,286 for the three months ended September 30, 2002, from $875,340 the three months ended September 30, 2001, a decrease of 88%. The decrease was attributable to a substantial decrease in sales to our customer located in the Peoples Republic of China. Gross profit of $89,585 for the three months ended September 30, 2002 represents 87% of net sales as compared to $618,307 or 71% of net sales for the three months ended September 30, 2001. The increase in gross margin is due to a restructuring of the way in which we sell our products, changing to a licensing and distribution model and selling to large multi-national corporations.

Marketing and selling expenses decreased to $34,124 for the three months ended September 30, 2002 from $117,754 for the three months ended September 30, 2001. The decrease was attributable to a change in the way in which we sell our products, changing to a licensing and distribution model. Currently, we are not selling our product directly to retail establishments and are selling the product through distributors.

Consulting fees were $303,900 for the three months ended September 30, 2002 as compared to $653,257 for the three months ended September 30, 2001, a decrease of $349,357 or 53%. Substantially all consulting expense related to consulting fees recorded from the grant and immediate exercise of stock options as well as the issuance of common shares.

Compensation expense increased to $400,169 for the three months ended September 30, 2002 from $217,745 for the three months ended September 30, 2001, an increase of $182,424 or 84%. The increase was attributable to an increase in non-cash compensation expense of $244,147 related to the issuance of stock and stock options to employees and the amortization of deferred compensation offset by a decrease in salary expense of $61,723 due to a substantial decrease in staff attributable to our cost cutting measures.

Professional fees were $42,003 for the three months ended September 30, 2002 as compared to $159,429 for the three months ended September 30, 2001, a decrease of $117,426 or (74%). The decrease was attributable to cost-cutting measures.

Other general and administrative expenses were $59,179 for the three months ended September 30, 2002 as compared to $146,775 for the three months ended September 30, 2001, a decrease of $87,596 or (60%). This decrease was related to expenses such as telephone, rent, and office expenses decreasing due to our cost-cutting measures.

Interest expense was $38,002 for the three months ended September 30, 2002 as compared to $342,598 for the three months ended September 30, 2001. Interest expense during the three months ended September 30, 2001 was primarily attributable to the amortization of beneficial interest associated with a loan as well as additional interest costs associated with our borrowings.

For the three months ended September 30, 2002 we recorded settlement expense of $92,000 in connection with certain legal obligations and settlements.

For the three months ended September 30, 2001, we recorded a loss from discontinued operations of $214,701 related to our investment in HNS.

As a result of the reasons set forth above, the Company's operations generated a net loss applicable to common shareholders of $1,030,196 or $(.01) per common share for the three months ended September 30, 2002 compared to a net loss of $(1,410,202) or $(.06) per common share for the three months ended September 30, 2001.

LIQUIDITY

At September 30, 2002, we had cash totaling $14,541 compared to $39,894 at June 30, 2002. The decrease in cash of $25,353 is primarily due to net losses of $879,792 and decreases in accrued expenses of $281,649 offset by a decrease in accounts receivable of $136,584, increases in our accounts payable balance of $447,006, non-cash compensation of $642,189 and depreciation and amortization of $20,633.

The Company entered into a credit agreement to borrow up to $1,000,000 under a line of credit, which it has currently used. In addition, in 2001, the Company entered into a $2,000,000 purchase order line of credit with Aero Financial, Inc. To date, the Company has not elected to use this source of additional financing, however, in the future; the Company may elect to use this credit facility as necessary to facilitate the continued operations of the Company. We cannot assure you that we will be able to obtain additional capital from this or other investors. Our inability to successfully renegotiate these agreements could cause the company to dramatically curtail or cease operations.

The Company's ability to fund its operating requirements and maintain an adequate level of working capital until it achieves positive cash flow will depend primarily on its ability to borrow money against its accounts receivable. The Company's failure to generate substantial growth in sales and/or of its antimicrobial products; progress in research and development programs; the cost and timing of seeking regulatory approvals of the Company's products under development; the Company's ability to manufacture products at an economically feasible cost; cost in filing, prosecuting, defending and enforcing patent claims and other intellectual property rights and changes in economic, regulatory, or competitive conditions or the Company's planned business could cause the Company to require additional capital, and substantially delay or reduce the scope of business. In the event the Company must raise additional capital to fund its working capital needs, it may seek to raise such capital through loans or issuance of debt securities, issuance of equity securities, or through private placements. Moreover, there can be no assurance that the Company will be successful in its efforts to obtain additional capital, and that capital will be available on terms acceptable to the Company or on terms that will not significantly dilute the interests of existing shareholders.

We currently have no material commitments for capital expenditures.

FORWARD-LOOKING STATEMENTS

When used in this form 10-KSB, the words or phrases "will likely result", "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such Forward- looking statements, which speak only as to the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 1 to the audited financial statements included in our Annual Report on Form 10-KSB for the year ended June 30, 2002 as filed with the United States Securities and Exchange Commission. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

We account for stock transactions in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees." In accordance with Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," we adopted the pro forma disclosure requirements of SFAS 123.

The best weapon against "fear" is "facts"!!

GGraessle

11/21/02 5:58 PM

Post #53

Recent and incomplete history of waterboy, on RB

"level3c"
"lunax103"
"llunex103"
"lunex102"
"lunex101"
"lunarspots"
"lunarspot"
"paynowidiot"
"umbersht"
"shutupbushsmouth"
"uberstupd"
"uberbrokn"
"shutbushsmouth"
"uberbroke"
"ggretasshle"
"uberbroken0"
"pay4itnoiw"
"lierlieryoutimbo"
"iconbsti"
"ichampsumers"
"i5ocean"
"iroughocean"
"oceancoralreefs"
"iven0"
"inloop"

The best weapon against "fear" is "facts"!!

GGraessle

11/13/02 10:29 AM

Post #52

Observation/coincidence?

On 11/12/2002 on the RB BSTI board essentially the first post of the day was by touglytobear at 11:06AM see post 43607, and at 11:18AM HarryOsbornJr. and "Waterboy" at 11:54AM post.

IHub IBCL board no posts until 11:02AM by HarryOsbornJr. and deathspyro at 11:08AM

? - did Ugly, death and Harry all wake up at the same time and just decide to start bashing? After all no one else posted anything that day.

-----------------------------------

HarryOsbornJr. alias was born on IHub 10/28/2002.
FishyPete returned to posting on IHub on 10/28/2002. He stopped previously 6/16/2002.

Harry's first post on IHub was on 11/8/2002. He started by saying he bought 25K worth of shares, but edit out that out in the final version of the post. In the post where he called Irv a shit head (11/10/2002; 6:59PM) which was deleted he states:

"I'm an investor in this stock and I have quite a few shares at an average of about .20"

The last time the stock was in the .20's was in February 2002. He was placed in jail for the comment on 11/11/2002. On that day a new RB alias was born called "harryosbornjr". That person's first post #43051 he states:

"Hi everyone...I was shocked to find out I was suspended from the Ihub message board"

Does anyone else remember who used RB to complain about getting suspended from IHub? One guess, only one other person and it recently happened. On 10/30/2002

By: fishypete $$$$$
30 Oct 2002, 10:24 AM EST Msg. 42782 of 43146

Wantabe and all;

...I can't post at the IHUB...of course they claim it's not a suspension, but only a restriction..."

Fishy went on and on for the next couple of days complaining bitterly until he said he was getting his Private Eye friend to look into myself and Matt and then said he contacted an attorney and upon his advice would no longer post. Hum. Fishy's last post on RB was on 10/31/2002. So a week goes by and along comes Harry.

Why didn't Harry start to post on IHub on 10/28? Why didn't Harry create an alias on RB on 10/28?, but wait till he was put in jail on 11/11/02 and then create the alias. Is it just coincidence that Harry used RB to state how he was suspended from IHub, just like Fishy?

You decide?

-----------------------

In post #3832 on IBCL deathspyro started by saying:

"With all due respect, this is the second time ..."

then an edit to:

"With all the respect, this is the second time ..."

then the final edit to:

"With all the due respect, this is the second time ..."

Now if you have followed Zillcon and touglytobear's posting on RB you will notice he is a big fan of the words "With all due respect". Why would someone edit a post that was correct the first time around and change it to look grammatically incorrect?

You decide.

I have seen other coincidences and or similarities, such as in grammatical mistakes. Does anyone want to guess how this post started out?

"Oh, I forgot to advice you to praise more often your support team"

And for someone who is so good at plagiarism, you wonder was it an intentional mistake or not?

You decide.

These are just my observations, but in reading the boards day in and day out, you get to know the various styles and characters out there. However, it has been very interesting recently with IHub's edit tool, to literally see posts change before your eyes, especially from correct grammar to incorrect. LOL

The best weapon against "fear" is "facts"!!

GGraessle

10/31/02 10:54 AM

Post #51

International BioChemical Industries Inc.

RELATED and AFFILIATED WEB SITES

BioShield Research in Ohio: http://www.bioshieldusa.com/
Megastar: http://www.megastarbiochem.com/
Climate Technologies: http://www.climatetechnologies.com/
Apollo Chemical Corporation: http://www.apollochemical.com/
S&A Impex: http://www.snaimpex.com/

The best weapon against "fear" is "facts"!!

GGraessle

10/30/02 8:04 AM

Post #50

GGraessle

10/29/02 9:37 AM

Post #49

IBCI Receives Patent Approval From Mexican Patent Office Which Broadens Worldwide Protection of Proprietary Technology
Tuesday October 29, 9:15 am ET

ATLANTA, Oct. 29 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announces today that it has recently received from the Mexican Patent Office an approval extending IBCI's antimicrobial, securing the rights to a broader protection of its proprietary technology. This new patent approval helps to solidify IBCI's positioning in the Mexican markets, bringing achievement to the ongoing plans for international growth. Deirdre Baker, IBCI's General Manager, stated, "This new Patent approval contributes a great deal to our competitive advantage, creates new barriers to entry for our competition to participate in the antimicrobial and antibacterial industries, and further enhances and protects IBCI's intellectual property portfolio.
About BioShield Technologies, Inc./International BioChemical
Industries, Inc.:
International BioChemical Industries, Inc. is a Norcross, Georgia-based

emerging growth company focused in biotechnology and antimicrobial products.
Its core business is committed to the discovery, development, marketing and
sale of surface-modifying antimicrobial and biostatic products. The company's
antimicrobial technology is a revolutionary alternative to conventional
sanitizers, disinfectants, bleaches, biocides or preservatives primarily
because it kills bacteria, including HIV, on contact and can remain active for
extended time periods. To date BioShield has received three U.S. patents and
eight EPA registrations, including the first U.S. germ killer and disinfectant
against Salmonella cholerasuis, Staphylococcus aureus and other
microorganisms. The company has developed several alliances in different
industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling Deirdre Baker at 1-770-925-3653.

Safe Harbor/Forward-looking Statements: Statements in this news release that are not historical are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward- looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward-looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.

The best weapon against "fear" is "facts"!!

GGraessle

10/25/02 12:30 PM

Post #48

GGraessle

10/25/02 12:26 PM

Post #47

International BioChemical Industries, Inc. (IBCI) Signs DistributionContract With Arrow Engineering Inc. for the Carpet Industry

ATLANTA, Oct 25, 2002 /PRNewswire-FirstCall via COMTEX/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL) announced the signing of a distribution agreement with Arrow Engineering Inc. under its revised distribution model. Under the new format of the distribution model, there are performance criteria that are required to be met. The program is based on a working relationship between the two companies to meet the objectives of both IBCI and Arrow Engineering Inc. Arrow will provide IBCI status reports and plans on a regular basis, including projected volumes by quarter as part of the new distribution program. IBCI, has in the past, put dollar criteria into contracts, which is not the standard for the specialty chemical industry. IBCI received orders within 48 hours of signing the distribution agreement as an indication that this program is based on the development of the carpet industry market together in a distributor/manufacturer relationship.

Ms. Deirdre Baker stated, "We are very excited about the opportunity to work closely with Arrow Engineering in support of the carpet industry. Arrow Engineering's knowledge of the industry and relationship with the top carpet manufacturers is the reason we entered into this agreement. We have spent the last few months developing our new program and the Company is now moving forward with this type of distribution agreement which will be typical with all distributor contracts."

About Arrow Engineering Inc.:

Arrow Engineering is a Dalton, Georgia-based specialty chemical manufacturer founded in 1970. Arrow focuses on technologically advanced chemicals for the textile industry. The company not only services the carpet industry but cotton, woolen, polyester and denim markets as well. Arrow Engineering Inc. is an industry leader in carpet protection technology which, for example, utilizes recycled materials in patented products such as ARROSHIELD. Arrow Engineering Inc. has received numerous patents and is continuously striving to provide technological breakthroughs to the textile industry. Arrow Engineering Inc. and its subsidiaries in the U.S. and Mexico service the entire world with cutting-edge technology and innovation.

Further information on Arrow Engineering Inc. and its extensive line of specialty chemicals may be available by e-mail to Arrow@vol.com or by calling Robert B. Collier or Todd Mull at 1-800-264-3725.

About BioShield Technologies, Inc./International BioChemical Industries,

Inc.:

International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is a revolutionary alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria, including HIV, on contact and can remain active for extended time periods. To date BioShield has received three US patents and six EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.

Further information on IBCI and its line of products can be found by visiting the firm's web site at www.bioshield.com , or by calling Deirdre Baker at 1-770-925-3653.

Safe Harbor/Forward-looking Statements:

Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.

Make Your Opinion Count - Click Here
tbutton.prnewswire.com/prn/11690X84212519

SOURCE International BioChemical Industries, Inc.

CONTACT: Deirdre Baker of International BioChemical Industries, Inc.,
1-770-925-3653

The best weapon against "fear" is "facts"!!

GGraessle

10/22/02 9:01 PM

Post #46

Re: #1: @GGraessle - International BioChemical Industries, Inc. (IBCL)

DUCKY

10/21/02 1:57 PM

Post #45

Ok one that I have my eye on. CYGX, news expected on Wen, Not sure of the impact on share price but I do have it on RADAR.
Very low volume on a day to day. But so far has out traded Ibcl
today. I have my buy price in at .12

Disclosure wantoberich inc or willberich.com have not been paid to disclose this post! :)

DUCKY

10/21/02 1:46 PM

Post #44

Hi steve long time no hear, hope all is well for you! Nomo, I am taking the day off will be online tues. Getting my next guest star speaker ready for this weekend.

GGraessle

10/18/02 9:57 PM

Post #43

Re: #41: @moneyman199 - Hello all:

moneyman - greetings. Yea, RB is so slow to do anything. Ever since Lycos bought them out. RB still has a BSTI board, but it is useless for information.

Here is the link:

http://ragingbull.lycos.com/mboard/boards.cgi?board=BSTI&startfrom=42607

On the day the symbol changed we changed the board name over here. So here on IHub the board is called IBCL and has all of the BSTI posts. Here is the link:

http://www.investorshub.com/boards/board.asp?board_id=1041

This board, NoMo and I started along with wantobe to post DD links and research tools. We've put out a few, and more when time permits. Take care

The best weapon against "fear" is "facts"!!

MechanicalMethod Grandfathered

10/18/02 6:16 PM

Post #42

What's hot?

moneyman199 Free

10/18/02 4:57 PM

Post #41

Hello all:

Long time no talk.

How do you get on BSTI or IBCL board now.

It appears that RB does not have board any more that the symbol has changed.

Hope everyone is doing fine.

Steve

whoami

10/16/02 9:44 PM

Post #40

lol eom

NoMoDo

10/16/02 9:43 PM

Post #39

Re: #38: @whoami - [sound]www.the-sopranos.com/sounds/tony/s3_tony_family.wav[/sound]

who, get rid of the underline in the word sound and it should work.

Ty is the first loser.

whoami

10/16/02 9:41 PM

Post #38

[Suppressed Sound Link]

whoami

10/16/02 9:13 PM

Post #37

SRT8

10/16/02 2:37 PM

Post #36

Re: #35: @GGraessle - Here is what NoMo learned today for all

SIC'um...........
[Suppressed Sound Link]........TNX....BB//BB

GGraessle

10/16/02 2:26 PM

Post #35

Here is what NoMo learned today for all to share.

http://www.dictionary.com/search?q=sic

The best weapon against "fear" is "facts"!!

NoMoDo

10/16/02 1:49 PM

Post #34

Re: #33: @GGraessle - Wantobe - thought it was you, the resemblance

That's exactly what I told him.

Ty is the first loser.

GGraessle

10/16/02 1:18 PM

Post #33

Re: #32: @DUCKY - thanks gg will give me something creative to

Wantobe - thought it was you, the resemblance is astonishing.

The best weapon against "fear" is "facts"!!

DUCKY

10/16/02 1:03 PM

Post #32

thanks gg will give me something creative to do tonight! How did
you like my soprano theme pic? LOL

GGraessle

10/16/02 12:47 PM

Post #31

Re: #30: @DUCKY - GG what is the source code to put

Basically the same way you put charts or pictures in a post, except you use the word "sound" instead of "chart".

So for example if you want the A-Team you would do the following, except take out the under scores in the word sound.

[sou_nd]www.80stvthemes.com/ra/ATEAM.ra[/sou_nd]

You also need to remember to remove the "hhtp://" part from the link. And some times I have noticed it doesn't work first time around and I need to edit the post, well that is go back in, in edit mode, although I don't have to make changes. Don't ask why.

The key is to find nice sound files that don't take forever and a day to download. Plus not all sound files work on all machines. For example the sound file listed below is a ".ra" extension, which is RealAudio, not all systems will play RealAudio unless you have RealPlayer or a pluggin for it on whatever you use for sound. Whereas, other more common extensions will yield better results, like .wav and .mid. Ok enough of a lesson for a day.

[Suppressed Sound Link]

The best weapon against "fear" is "facts"!!

DUCKY

10/16/02 12:32 PM

Post #30

GG what is the source code to put midi files in Ihub thanks

DUCKY

10/11/02 12:35 PM

Post #29

Thnks utoh for your help much apprieciated!

DUCKY

10/11/02 12:20 PM

Post #28

gg sounds like your in the BIG HOUSE!

DUCKY

10/11/02 12:10 PM

Post #27

THATS IT I HAVE ZONE ALARM. It will not let me delete it out of my system. Windows 98 error specified file being used for windows.

utoh

10/11/02 12:05 PM

Post #26

Re: #23: @GGraessle - Wantobe - what flavor of Windows are you

Zone Labs routinely uses 'zl' in their files. I have discovered at least one worm/virus disguised as a .zl9.
Not meant to alarm... just an observation. In any case, if the exe seemed to do nothing when run, I would strongly suggest an antivirus status check... Hope the HDD isn't huge :)

GGraessle

10/11/02 12:05 PM

Post #25

Re: #22: @DUCKY - LMAO GG! EOM

Wantobe I left out this part of her e-mail.

"maybe you don't love me. That's ok, I guess, as life goes. Lack of love, however, does not mean that I should have to trip to get to the washing machine, dryer, food, etc."

The best weapon against "fear" is "facts"!!

NoMoDo

10/11/02 11:34 AM

Post #24

Re: #20: @GGraessle - See that is why I created this board

women,
they always use the laundry thing. I personally like tools spread out. That way there is always one close by no matter what room you are at.

Ty is the first loser.

GGraessle

10/11/02 11:32 AM

Post #23

Re: #21: @DUCKY - It just reads application but no version trying

Wantobe - what flavor of Windows are you using?

The fact that you only see "general" means it isn't a MS file.

I didn't find it on the web, but let me ask you this - did you ever install some software to clean up your PC? You now delete old files, fix registry entries, etc.

Just a hunch but the KZ means KLEENZZZ and LT means Lite, to me.

The best weapon against "fear" is "facts"!!

DUCKY

10/11/02 11:29 AM

Post #22

LMAO GG! EOM

DUCKY

10/11/02 11:19 AM

Post #21

It just reads application but no version trying to find out its purpose. Does nothing when I click on exe file. Looking on the web for its meaning WINKZLT.EXE??????????

GGraessle

10/11/02 11:19 AM

Post #20

Re: #19: @NoMoDo - no, this is it. Just what I

See that is why I created this board - so you can keep track of your DD tools. LOL

Don't feel bad here is an except of an e-mail I received from my wife today.

"When the soccer games are over I would like some help in the basement; I am not expecting the whole thing to be cleaned but I would like you to get tools organized on shelving. I will take care of the laundry side if you can get the tools and stuff out of there. I had the area kind of picked up for a while but it seems that tools just gravitate.

See my tools are all over the place as well. LOL

The best weapon against "fear" is "facts"!!

NoMoDo

10/11/02 11:15 AM

Post #19

Re: #18: @GGraessle - What you found is what I was referring

no, this is it. Just what I was looking for. Thanks. Keep an eye on October's for PHDC. I think it will be closer to 2 mil at present rate.

Ty is the first loser.

GGraessle

10/11/02 11:12 AM

Post #18

Re: #16: @NoMoDo - i looked but couldnt find it.

What you found is what I was referring to and thought that was what you wanted.

If that isn't what you were looking for - then I do not understand the question.

You aren't talking about the chart where you see the MM's what their best bid and ask are?

http://www.otcbb.com/asp/mp_quotes.asp?Sort=4&Quotes=icbl&Board.x=40&Board.y=0

The best weapon against "fear" is "facts"!!

GGraessle

10/11/02 11:08 AM

Post #17

Re: #15: @DUCKY - looking for the meaning of a file in

Wantobe - go to the file. Right click on it; select properties, then look under the "version" - what does it tell you?

The best weapon against "fear" is "facts"!!

NoMoDo

10/11/02 11:07 AM

Post #16

Re: #15: @DUCKY - looking for the meaning of a file in

i looked but couldnt find it.

Here is something that I found interesting concerning BSTI:

http://www.otcbb.com/asp/tradeact_mv.asp?Issue=bsti&searchby=issue&sortby=volume&Month=9...

Notice that ERNS and newcomer PHDC each have about a mil shares for the month. Neither were on the bid. That is 2mil dumped in a month (and PHDC still at work).

Ty is the first loser.

DUCKY

10/11/02 11:00 AM

Post #15

looking for the meaning of a file in my system c:windows\system
the file is winkzlt.exe Not sure its purpose trying to find it on the net.

GGraessle

10/11/02 10:13 AM

Post #14

Re: #10: @DUCKY - Thanks gg those links will come in hand!

Wantobe - received your voice mail - what do you need to look up?

The best weapon against "fear" is "facts"!!

GGraessle

10/11/02 8:34 AM

Post #13

Re: #12: @utoh - Just curiosity on my part here...

What and spend it all at one time. LOL

Don't hold me to this but I believe the bylaws of the corporation allow for 7 million shares for the Employee Benefit plan. I don't want to look up the bylaws right now.

The money is used to pay bills, like for the K and Q, etc.

But from the last S-8 filing:

"3. Designation of Participants
The persons eligible for participation in this Plan as recipients of NSOs shall include all full time and part-time employees (as determined by the Committee) and officers of the Company or of an Affiliated Corporation. In addition, directors of the Company or any Affiliated Corporation who are not employees of the Company or an Affiliated Corporation and any attorney, consultant or other adviser to the Company or any Affiliated Corporation shall be eligible to participate in this Plan."

The best weapon against "fear" is "facts"!!

utoh

10/11/02 7:48 AM

Post #12

Just curiosity on my part here...

The latest filing for additional shares showed 10M restricted shares and 100M common shares, but otcbb reports only 60M shares outstanding. If the company holds 40M shares inhouse, why add 7M more at regular intervals?

+++++

"He who dares not offend cannot be honest." -- Thomas Paine

GGraessle

10/10/02 11:39 PM

Post #11

Historical prices

http://chart.yahoo.com/d?a=1&b=02&c=02&d=7&e=01&f=02&g=d&s=

The best weapon against "fear" is "facts"!!

Older Newer

GG's DD, oh & NoMo's 2

Followers	3	Posters	10
Posts (Today)	0	Posts (Total)	110
Created	10/08/02	Type	Free
Moderator GGraessle
Assistants NoMoDo

Board is designed for DD on stocks we dig into and look at. And also I will post sites and sources of information that will help with ones DD.

Board Info

Posts Today	0
Posts (Total)	110
Posters	10
Moderator	GGraessle
Assistants	NoMoDo

New Post

Volume
Day Range:
Bid Price
Ask Price
Last Trade Time:

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Discover

Boards:

Quotes:

GG's DD, oh & NoMo's 2

GG's DD, oh & NoMo's 2

Join the InvestorsHub Community

GG's DD, oh & NoMo's 2

Board Info