1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). | |
BMXP
Holdings Shareholders Business Trust
FEIN:
56-2291458
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
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3. |
SEC
Use Only
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4. |
Source
of Funds (See Instructions)
00
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[
]
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6. |
Citizenship
or Place of Organization
Nevada
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Number
of shares beneficially owned by the reporting person
with:
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(7) |
Sole
Voting Power
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11,462,570
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(8) |
Shared
Voting Power
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0
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(9) |
Sole
Dispositive Power
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11,462,570
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(10) |
Shared
Dispositive Power
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0
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11. |
Aggregate
Amount Beneficially Owned the Reporting Person
11,462,570
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[
]
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13. |
Percent
of Class Represented by Amount in Row (11)
59%
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14. |
Type
of Reporting Person (See Instructions)
OO
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(a)
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This
Schedule 13D is filed by BMXP Holdings Shareholders Business Trust
(the
"TRUST"), with respect to 11,462,570 shares of Common Stock beneficially
owned by it;
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(b)
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The
address of the Reporting Person is:
1010
University Avenue #40
San
Diego, California 92103
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(c)
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The
TRUST is organized to hold the common shares of the ISSUER held by
it and
all property hereafter acquired, and all income and profits (collectively
the "Trust Property"), in trust, and to manage, administer, collect
and
dispose of the TRUST Property for the benefit of persons who possess
a
beneficial interest in the TRUST (the "Beneficiaries); those
Beneficiaries being the shareholders of record of BMXP Holdings,
Inc.
(“BMXPH”), a Delaware corporation, as of May 23,2007. The
percentage of beneficial interest of each Beneficiary is equal to
that
Beneficiary’s percentage of ownership of the issued and outstanding shares
of BMXPH (the grantor of the common shares of the ISSUER) as of May
23,
2007. The purpose of the TRUST is
to:
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(a)
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distribute
11,212,223 common shares of the ISSUER on a pro rata basis as to
each
Beneficiary’s percentage of beneficial interest (“Distribution”) (with any
fractional shares to be distributed to be rounded up to the next
whole
share) as soon as practicable to the Beneficiaries in accordance
with
applicable Federal and State securities law and
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(b)
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use
its best efforts to register the common shares of the ISSUER constituting
the TRUST Corpus under the Securities Act of 1933, as
amended.
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David
Koos is the sole trustee of the TRUST. David Koos and Brian Pockett
will
receive 2,751,017 and 1,719,385 of our common shares respectively
upon
Distribution. David Koos is the Chairman of the Board of Directors,
President, CEO, Secretary, and Acting CFO of the ISSUER. Brian Pockett
is
the Vice President, COO and Director of the
ISSUER.
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(d)
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During
the last five years, the Reporting Person has not been convicted
in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, the Reporting Person has not been a party to
a civil
proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or
mandating activities subject to, federal or state securities laws
or
finding any violation with respect to such laws.
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(f)
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The
TRUST is a Business Trust organized under the laws of the State of
Nevada.
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By:
/s/David Koos
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David
Koos
Trustee
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