SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
Mirex, Inc.
(Exact name of registrant in its charter)
Nevada 88-0216167
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.
8452 Boseck Street, Number 272, Las Vegas, NV 89145
(Address of principal executive offices) (Zip Code)
(702) 228-4688
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to section 12(g) of the
Act:
Common Stock, par value $.001
(Title of Class)
Item 1. Description of Business
Mirex's corporate history
Mirex, Inc., a Nevada Corporation was organized February 28,
1986 as an international consulting company by its
incorporators, Lewis and Leslie Eslick. Mirex entered into a
consulting contract in 1986 with Bechtel Civil and Minerals.
This agreement was entered into to assist Bechtel in acquiring a
contract to construct a portion of the Mawan Harbor at the mouth
of the Pearl River in Shenzhen, China.
The contract consisted of the following:
The construction of a 12 berth harbor to accommodate ocean cargo
vessels of up to 50,000 Dead Weight Tons. The cost was
approximately $191,000,000 (One Hundred Ninety-one Million USD).
The construction of the Shenzhen Petro-Chemical Refinery with an
operating capacity of 68,000 barrels per day. This Petro-
Chemical Refinery was to be constructed at a cost of
approximately $184,000,000 (One Hundred Eighty-four Million USD)
Mirex was then requested to assist in obtaining financing for
the construction of the Mawan Port Facility. Mirex, Inc., with
the assistance of Triad Enterprises S.A., Villars Sur Glane,
Switzerland, arranged a loan with Banco Arabe de Espanole in an
amount of $375,000,000 (Three Hundred Seventy-five Million USD)
In 1990 Mirex, Inc., negotiated with the State of Nevada an
Industrial Development Revenue Bond in an amount of Twelve
million Three Hundred Thousand Dollars ($12,300,000.00). These
bonds were to finance a manufacturing facility which would
produce antique and classic automobiles. The manufacturing plant
was to be located in the city of Reno, Nevada. Mirex worked for
over two years complying with the State of Nevada regulations
concerning the issuance of Industrial Development Revenue Bonds.
Mirex was successful in obtaining an inducement certificate from
the State of Nevada for the bond issue, but Mirex was unable to
obtain the necessary financial guarantee required by the State
of Nevada fund the bonds.
Mr. Eslick spent an extensive amount of time in Europe from 1993
through 1996. During those years Mirex, Inc., became a dormant
company. In the later part of 1996 Mr. Eslick returned to the
United States. Following Mr. Eslick's suggestion, the board of
directors of Mirex amended its articles of incorporation and
structured the company so that it could be in a position for a
public offering.
Plan of operation of Mirex, Inc.
Mirex, has entered into an agreement with Xaxon Immobilien und
Anlagen Consult GmbH, a German corporation, to provide the
necessary financing to acquire and commence the development of
the Thousand Springs Ranches located in Elko County, Nevada.
Xaxon Immobilien und Anlagen Consult GmbH was formed in the city
of Melli, Germany in 1978. Mr. Eslick acquired Xaxon and
relocated it to Bad Homburg v.d.H. Germany in 1995. The
original name of the Company was Xaxon Immobilien und Investoren
Consult GmbH, the government of Germany required the word
Investoren be changed. The name was changes to Xaxon Immobilien
und Anlagen Consult GmbH. Mr. Eslick is currently the Managing
Director of Xaxon.
Xaxon became aware that the Thousand Springs ranch was being
offered for sale in August of 1995. Xaxon commenced
negotiations with the owners to acquire the ranch. The current
owners of the ranch presented Xaxon with a sales agreement in
late 1995. The purchase and development of the ranch can only be
accomplished if sufficient financing can be arranged. The funds
needed are to be utilized as follows:
Acquisition of ranch, livestock and equipment $62,250,000
Development of irrigation and water flow $22,750,000
Construct initial reservoir to prepare for dam site $40,000,000
Mirex has an agreement to secure financing for Xaxon Immobilien
und Anlagen Consult GmbH in the amount of $125,000,000 (One
Hundred Twenty-five Million USD . For arranging the financing,
Mirex will be paid a fee equal to 3.5% of the total loan amount.
This fee will equate to approximately $4,375,000 (Four Million
Three Hundred Seventy-five Thousand USD).
The agreement between Mirex and Xaxon Immobilien und Anlagen
Consult GmbH additionally names Mirex as the Project Manager for
construction of a hydroelectric dam and a water theme park
resort. If Mirex is successful in obtaining the secondary
financing it will receive a fee equal to 7.5% of the total
project costs.
As the Project Manager, Mirex will be responsible for the
following:
Submit the construction of the hydroelectric dam to qualified
companies on a design and build basis. This will take into
consideration the optimum electrical output at the most
effective cost.
Submit the design construction of a water theme resort park to
qualified companies, including hotel/casino and gaming companies
on a design and build basis.
The Thousand Springs Ranch consists of over 1,000,000 contiguous
acres and approximately 242,000 acre-feet of water rights. A
portion of the ranch known as the 21-mile canyon has been
determined as the ideal location for the dam and reservoir.
Mirex can not determine at this time where qualified geologists
and engineers will locate the dam. Because of this Mirex has no
way of determining an accurate cost of construction or it's
project managers fees.
If the hydroelectric dam is constructed Mirex has secured the
rights from Xaxon to sell the electricity generated by the dam
onto the electrical grid that supplies the seven western states,
Washington, Oregon, California, Idaho, Nevada, Utah and Arizona.
Mirex will be paid a brokerage fee for marketing the
electricity.
Xaxon Immobilien und Anlagen Consult GmbH intends to market a
portion of the water rights from the ranch. Mirex has been given
the first right of refusal to acquire the water rights.
If Mirex is not successful in obtaining the initial financing it
will become to a shell company. As a shell company Mirex will
abide by the rules and regulations of the Securities and
Exchange Commission. In this event Mirex will continue to file
timely all documents required to remain current with the SEC and
at the same time seek new business ventures.
Sources of other opportunities for Mirex, Inc.
Mirex believes that consulting and business opportunities for
possible contracts, will be referred by various sources,
including its officers and directors, professional advisers,
securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.
Mirex, Inc., will seek potential business opportunities from all
known sources. Our company will rely principally on personal
contacts of its officers and directors as well as indirect
associations between them and other business and professional
people.
Evaluation of opportunities for Mirex, Inc.
The officers and directors of Mirex are currently employed in
other positions. Currently Lewis Eslick and Leslie Eslick
devote approximately 15 hours each week to the operations of
Mirex. At present Patsy Harting devotes approximately 5 hours
weekly. The officers and directors will devote whatever time is
required for the operations and development of Mirex's business.
They have other business responsibilities that require portions
of their time.
The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of Mirex,
Inc. Management intends to concentrate on identifying
prospective business opportunities that may be brought to its
attention through present associations with management. In
analyzing prospective business opportunities, management will
consider the available technical, financial and managerial
resources. Working capital and other financial requirements will
be required.
Mirex must consider the quality and experience of management
potentials for further consulting and independent contracts.
Officers and directors of Mirex will meet personally with
management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent
possible, Mirex intends to utilize written reports and personal
investigation to evaluate business opportunities.
Mirex will not restrict its search for any specific kind of
consulting business, but may contract with a company which is in
its preliminary or development stage, which is already in
operation, or is in essentially any stage of its corporate life.
Mirex, Inc.'s participation in business opportunities
In implementing a structure for a particular business
opportunity, Mirex may become a party to a joint venture
agreement with another corporation or entity. Mirex may also
purchase stock or assets of an existing business. On the
consummation of a transaction, it is possible that the present
management and shareholders of Mirex will not be in control of
the company. In addition, a majority or all of Mirex's officers
and directors may, as part of the terms of the transaction,
resign and be replaced by new officers and directors without a
vote of Mirex's shareholders.
It is anticipated that any securities issued in any
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances as a negotiated element of the
transaction, Mirex may agree to register these securities at the
time the transaction is consummated, under certain conditions or
at a specified time. The issuance of substantial additional
securities and their potential sale into any trading market,
which may develop in Mirex's common stock, may have a depressive
effect on the market. The actual terms of a transaction that
Mirex may be a party to cannot be predicted. It may be expected
that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event. The
transaction could be structured in a manner known as "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary
for the owners of the acquired business to own 80% or more of
the voting stock of the surviving entity. The shareholders of
Mirex, including investors in this offering, would retain less
than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity
of the shareholders.
The manner in which our company participates in an opportunity
will depend on the nature of the opportunity, the respective
needs and desires of Mirex and other parties, the management of
the opportunity, and the relative negotiating strength of our
company and the other management.
Mirex in all likelihood will be required to either seek debt or
equity financing or obtain funding from third parties. Our
company would probably be required to give up a substantial
portion of its interest in any debt or equity financing. There
is no assurance that our company will be able either to obtain
additional financing or interest third parties in providing
funding.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a
decision were made not to participate in a specific business
opportunity the costs incurred in the related investigation
would not be recoverable. Even if an agreement is reached for
the participation in a specific business opportunity, the
failure to consummate that transaction may result in the loss to
our company of the related costs incurred.
Management believes that Mirex may be able to benefit from the
use of "leverage" in the acquisition of a business opportunity.
Leveraging a transaction involves the acquisition of a business
through incurring significant indebtedness for a large
percentage of the purchase price for that business. Through a
leveraged transaction, Mirex would be required to use less of
its available funds for acquiring the business opportunity and
could commit those funds to the operations of the business
opportunity, to acquisition of other business opportunities or
to other activities. The assets of the business opportunity to
be acquired will ordinarily secure the borrowing involved in a
leveraged transaction.
Competition Mirex, Inc. may encounter
Mirex is an insignificant participant among firms, which engage
in business combinations with financing of development stage
enterprises. There are many established management and financial
consulting companies and venture capital firms which have
significantly greater financial and personnel resources,
technical expertise and experience than Mirex. In view of our
company's limited financial resources and management
availability, it will continue to be at a significant
competitive disadvantage.
Regulation and taxation that may be applied to Mirex, Inc.
The Investment Company Act of 1940 defines an "investment
company" as an issuer, which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading of securities. While Mirex does not intend to engage in
these activities, Mirex could become subject to regulation under
the Investment Company Act of 1940 in the event our company
obtains or continues to hold a minority interest in a number of
development stage enterprises. Mirex could be expected to
incur significant registration and compliance costs if required
to register under the Investment Company Act of 1940. The
management of Mirex will continue to review activities from time
to time with a view toward reducing the likelihood that Mirex
could be classified as an "investment company."
Mirex intends to structure a joint venture or acquisition in a
manner as to minimize Federal and state tax consequences to the
Company and to any target company.
Present employees of Mirex, Inc.
Mirex Inc.'s only employees at the present time are its officers
and directors, who will devote, as much time as the board of
directors determine is necessary to carry out the affairs of the
Company.
Item 2. Management's discussion and analysis or plan of operation
See "Plan of operation, page 2".
Item 3. Mirex, Inc.'s agreement for present office facilities.
Mirex has the use of a limited amount of office space from Mr.
Eslick at no cost. Mirex pays its own charges for long distance
telephone calls and other miscellaneous secretarial,
photocopying and similar expenses. There is no rental agreement
or cost for these services.
Item 4. Security ownership of certain beneficial owners and
management
The following table sets forth information relating to the
beneficial ownership of Mirex's common stock by those persons
beneficially holding more than 5% of the Company's capital
stock, by it's directors and executive officers, and by all of
Mirex's directors and executive officers as a group. The address
of each person is in care of the Company.
Title of Name of Beneficial Amount and Nature Percent of
Class Owner of Beneficial Class
Owner
Common Stock Darrel C. Apel 80,000 7.843%
Common Stock Lewis M. Eslick 100,000 9.804%
Common Stock Leslie B. Eslick 100,000 9.804%
Common Stock Paul J. C. Eslick 90,000 8.824%
Common Stock Patsy L. Harting 80,000 7.843%
Common Stock Marice A. Lindberg 90,000 8.824%
Common Stock Darryl L. Murphy 80,000 7.843%
Common Stock Thelma L. Murphy 80,000 7.843%
Common Stock Milton Sills 80,000 7.843%
Common Stock Howard Stiebel 80,000 7.843%
Common Stock Howard Stiebel 80,000 7.843%
Common Stock Tammy I. Vega 80,000 7.843%
Mr. Lewis Eslick and Ms. Leslie B. Eslick disclaim beneficial
ownership of the shares held by each other.
Mr. Lewis Eslick and Mr. Paul J. C. Eslick disclaim beneficial
ownership of the shares held by each other.
Mrs. Thelma L. Murphy and Mr. Darryl L. Murphy disclaim
beneficial ownership of the shares held by each other.
Mr. Howard Stiebel and Mrs. Kathryn Stiebel are husband and
wife, and therefore, claim beneficial ownership of the shares
held by each other.
Item 5. Directors, Executive Officers, Promoters and Control
Persons
The members of the board of directors of Mirex serve until the
next annual meeting of stockholders, or until their successors
have been elected. The officers serve at the pleasure of the
board of directors. Information as to the directors and
executive officers of the Company is as follows:
Name Age Position
Lewis M. Eslick 61 President/Director
8452 Boseck Street, #272
Las Vegas, NV 89145
Leslie B. Eslick 46 Secretary/Director
8452 Boseck Street, #272
Las Vegas, NV 89145
Patsy Harting 58 Treasurer/Director
14133 Elmira Circle
Magalia, CA 95954
Lewis Eslick - age 61.
From 1986 to present Mr. Eslick was Chief Executive Officer of
Mirex, Inc. While serving as President he was responsible for
several successful negotiations on behalf of Bechtel Engineering
and Mineral (See Company background).
From August of 1995 Mr. Eslick has been an owner and served as
Managing Director of Xaxon Immobilien und Anlagen Consult GmbH,
a German company. Under Mr. Eslick's direction the company was
awarded a 34-C License, allowing every business except banking
operations. Xaxon Immobilien und Anlagen Consult GmbH consults
with major companies of the European Economic Community and the
United States.
Prior to 1995 Mr. Eslick was Chief Executive Officer of Travel
Masters. Under his direction he developed strategy, Pro-forma
and the structure to establish a central reservation complex to
replace Airline City Ticketing Offices utilizing Electronic
Ticket Delivery Networks (ETDN).
From 1984 to 1986 Mr. Eslick served as president of Mutual oil
of America, Inc., a NASDAQ publicly traded company. Mr. Eslick
resigned from Mutual Oil of America, Inc., in 1986 and has had
no contact with the company.
From 1981 to 1983: he was the project manager for Rosendin
Electric overseeing the complete wiring of the building that
tracks the Space Shuttle for Lockheed.
From 1979 to 1981 Mr. Eslick served as the Managing Director of
Interface lndrocarbuare, Inc. S.A. with offices in Geneva,
Switzerland, and Konigswinter, West Germany that actively traded
in the international spot oil market.
Mr. Eslick has served as an Officer or Director of Corporate
Tours and Travel, Inc. In 1999 Corporate Tours and Travel was
acquired by Absolute Future Tech, Inc. The company is currently
traded on the OTC Bulletin Board Exchange. Mr. Eslick was an
officer of Vista Medical Terrace, Inc., which was acquired in
1999 by FirstBingo.Com and is currently traded on the OTC
Bulletin Board Exchange. Tri-Star Capital Corp., and Tesera
Capital Corp. were formed as Blind Pools in 1986 by Mr. Eslick.
Tri-Star Capital Corp., was acquired through a reverse
acquisition in 1987. Tesera Capital Corp's. registration
statement was withdrawn prior to funding.
Leslie B. Eslick - age 46
1986 to 1993: Director and Vice President of Mirex, Inc. While
serving as Vice President of this international consulting firm,
she assisted with several successful negotiations on behalf of
Bechtel Engineering and Minerals (See Company background).
Since August of 1995 she has served as Assistant Managing
Director of Xaxon Immobilien und Anlagen Consult GmbH. Ms.
Eslick assisted in obtaining for the company a 34-C License
which allows operations in every business except banking
operations. The Company consults with major companies of the
European Economic Community and the United States.
Prior to that Ms. Eslick was assistant to the chairman of Travel
Masters. She aided in the development of strategy, proforma and
the structure to establish a central reservation complex to
replace Airline City Ticketing Offices utilizing Electronic
Ticket Delivery Networks (ETDN).
1980 to 1981: Mr. Eslick was Assistant Managing Director of
Interface Idrocarbure, a corporation with offices in Geneva,
Switzerland, and Konigswinter, West Germany that actively traded
in the international spot oil market.
1979 to 1980: Buyer for ladies and children wear for Sherwood
Swans stores in the San Francisco bay area.
Leslie Eslick has served as an Officer and Director in the
following public companies:
Corporate Tours & Travel, Inc., traded on the OTC Bulletin Board
Exchange.
Vista Medical Terrace, traded on the OTC Bulletin Board
Exchange.
Leslie Eslick has served as an Officer and Director in the
following public companies:
Corporate Tours & Travel, Inc., traded on the OTC Bulletin Board
Exchange.
Vista Medical Terrace, traded on the OTC Bulletin Board
Exchange.
Patsy Harding - age 58
1996 to present Mrs. Harting has been a Phlebotomist working in
the Intensive Care Unit and the laboratory at Inlow Hospital,
Chico, California. Mrs. Harting's duties consist of the normal
activities associated with the care of the critically ill and
post surgery patients.
1983 until 1996, Mrs. Harting was the owner of PJ's Red Onion, a
restaurant located at 6047 Clark Road, Paradise California. She
supplied specialty pies to restaurants in Chico and Orville
California for over twelve years. Mrs. Harting sold her business
interests in the early part of 1996.
Education: Nurses Training, Oakland, California
Mrs. Harting has served as an Officer or Director of the
following publicly traded Companies.
Corporate Tours & Travel, Inc., traded on the OTC Bulletin Board
Exchange.
Vista Medical Terrace, traded on the OTC Bulletin Board
Exchange.
Item 6. Executive compensation for Mirex, Inc.
No compensation is paid or anticipated by Mirex until the
initial financing is secured for Xaxon Immobilien und Anlagen
Consult GmbH.
Directors currently receive no compensation for their duties as
directors.
Item 7. Certain relationships and related transactions
The Managing Director of Xaxon Immobilien und Anlagen Consult
GmbH and the President of Mirex, Inc. is Mr. Lewis Eslick. At
the direction of the board of directors of Mirex, Inc., Mr.
Eslick has executed contracts with Xaxon Immobilien und Anlagen
Consult GmbH.
Leslie Eslick is the assistant managing director of Xaxon
Immobilien und Anlagen Consult GmbH and she is also the
secretary of Mirex, Inc.
Item 8. Description of Mirex, Inc.'s securities
Common Stock
Mirex's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $.001 par value per share, of
which 1,020,000 shares were outstanding as of June 30, 1999.
Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders.
Holders of common stock have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably
in dividends as may be declared by the board of directors in its
discretion, from funds legally available. In the event of a
liquidation, dissolution or winding up of Mirex, the holders of
shares of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Company's
common stock. There are no conversion rights or redemption or
sinking fund provisions with respect to the common stock. All of
the outstanding shares of common stock are fully paid and non-
assessable.
Preferred Stock
Mirex, Inc. does not have any Preferred Stock.
Mirex, Inc. does not have any Preferred Stock.
Shares of Mirex, Inc. eligible for future sale
Mirex, Inc., has filed a registration statement, Form SB-2, with
the Securities and Exchange Commission to register 5,000,000
shares of common stock. These shares are to be sold by the Mirex
as a self underwriting and any shares sold in the offering will
be registered. Of the 5,000,000 shares, insiders and management
hold 1,020,000 shares of Mirex's common stock. Sales of the
officers & directors shares may be made after two years from
their acquisition based upon Rule 144.
In general, under Rule 144 as currently in effect a person (or
persons whose shares are aggregated) and who has beneficially
owned shares privately acquired or indirectly from Mirex or from
an affiliate, for at least two years, or who is an affiliate, is
entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of the then
outstanding shares of Mirex's common stock or the average weekly
trading volume in the Company's common stock during the four
calendar weeks immediately preceding the sale. Sales under
Rule 144 are also subject to certain manner of sale provisions
notice requirements and the availability of current public
information about the Company. A person (or persons whose
shares are aggregated) who is not deemed to have been an
affiliate at any time during the 90 days preceding a sale, and
who has beneficially owned shares for at least three years, is
entitled to sell all the shares under Rule 144 without regard to
the volume limitations, current public information requirements,
manner of sale provisions, or notice requirements.
Sales of substantial amounts of the common stock of Mirex in the
public market could adversely affect prevailing market prices.
PART II
Item 1. Market price of and dividends on the Mirex's common
equity and other shareholder matters.
Market Information
Mirex's common stock has been registered in a Form SB-2 Filing
with the Securities & Exchange Commission. Upon compliance and
approval of the Form SB-2 Filing the Company's shares will be
registered under the Securities Act of 1933 (the "Act") and will
be eligible for sale in the public market. Upon compliance and
approval of this Form 10-SB Section 12(g) Filing Mirex will seek
to be listed on the NASD OTC Electronic Bulletin Board sponsored
by the National Association of Securities Dealers, Inc.
Holders
As of November 16, 1999, there were 12 holders of Mirex's common
stock.
Dividends
Mirex, Inc., has not paid any dividends on its common stock. The
Company currently intends to retain any earnings for use in its
business, and does not anticipate paying cash dividends in the
foreseeable future.
Item 2. Legal proceedings
Mirex, Inc., is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
Item 3. Changes in and disagreements with accountants on
accounting and financial disclosure regarding Mirex, Inc.
Since the inception of Mirex, Inc., on February 28, 1997, the
principal independent accountant for the Company has neither
resigned nor been dismissed. The independent accountant for the
Company is Barry L. Friedman. Mirex, Inc., engaged Mr. Friedman
on or about June 24, 1999.
Item 4. Recent sales of Mirex, Inc., unregistered securities
Recently the officers, directors and affiliates of our company
have purchased a total of 1,020,000 shares of its common stock.
Item 5. Indemnification of Directors and Officers of Mirex,
Inc.
Mirex, Inc., has adopted provisions in its articles of
incorporation and bylaws that limit the liability of its
directors and provide for indemnification of its directors and
officers to the full extent permitted under the Nevada General
Corporation Law. Under Mirex's certificate of incorporation, and
as permitted under the Nevada General Corporation Law, directors
are not liable to the Company or its stockholders for monetary
damages arising from a breach of their fiduciary duty of care as
directors. Such provisions do not relieve liability for breach
of a director's duty of loyalty to the Company or its
stockholders. Liability for acts or omissions not in good faith
or involving intentional misconduct or knowing violations of
law, liability for transactions in which the director derived as
improper personal benefit or liability for the payment of a
dividend is a violation of Nevada law. The provisions do not
relieve a director's liability for violation of, or otherwise
relieve the Company or its directors from the necessity of
complying with, federal or state securities laws or affect the
availability of equitable remedies such as injunctive relief or
rescissions.
At present, there is no pending litigation or proceeding
involving a director, officer, employee or agent of Mirex, Inc.,
where indemnification will be required or permitted. The
Company is not aware of any threatened litigation or proceeding
that may result in a claim for indemnification by any director
or officer.
The following financial statements are included herein:
MIREX, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1999
December 31, 1998
December 31, 1997
TABLE OF CONTENTS PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
Board of Directors November 11, 1999
Mirex, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Mirex, Inc. (A
Development Stage Company), as of September 30, 1999, December
31, 1998, and December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the period
January 1, 1999, to September 30, 1999, and the two years ended
December 31, 1998, and December 31, 1997, and the period
February 28, 1986 (inception) to September 30, 1999. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Mirex, Inc. (A Development Stage Company), as of September
30, 1999, December 31, 1998, and December 31, 1997, and the
related statements of operations, stockholders' equity and cash
flows for the period January 1, 1999, to September 30, 1999, and
the two years ended December 31, 1998, and December 31, 1997,
and the period February 28, 1986 (inception) to September 30,
1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note #5 to the financial statements, the Company
has suffered recurring losses from operations and has no
established source of revenue. This raises substantial doubt
about its ability to continue as a going concern. Management's
plan in regard to these matters is described in Note #5. These
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
September December December
30, 1999 31, 1998 31, 1997
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
September December December
30, 1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances (Note #5) $ 1,150 $ 700 $ 600
TOTAL CURRENT LIABILITIES $ 1,150 $ 700 $ 600
STOCKHOLDERS' EQUITY: (Note #4)
Common stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
December 31, 1997 -
1,020,000 shares $ 1,020
December 31, 1998 - $ 1,020
1,020,000 shares
September 30, 1999 -
1,020,000 shares $ 1,020
Additional Paid-In Capital 401,231 401,231 401,231
Deficit accumulated during
Development stage -403,401 -402,951 -402,851
TOTAL STOCKHOLDERS' EQUITY $ -1,150 $ -700 $ -600
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year Feb 28, 1986
1999, to Ended Ended (Inception)
Sep. 30, Dec. 31, Dec. 31, to Sep. 30,
1999 1998 1997 1999
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
General, Selling and
Administrative $ 450 $ 100 $ 100 $ 10,561
TOTAL EXPENSES $ 450 $ 100 $ 100 $ 10,561
NET PROFIT/LOSS (-)
FROM OPERATIONS $ -450 $ -100 $ -100 $ -10,561
Loss on sale of stock 0 0 0 -392,840
Net Income/Loss (-) $ -450 $ -100 $ -100 $ -403,401
Net Profit/Loss (-)
per weighted share
(Note 1) $ .0004 $ .0001 $ .0001 $ -.3955
Weighted average
Number of common
shares outstanding 1,020,000 1,020,000 1,020,000 1,020,000
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance,
December 31, 1996 1,020,000 $1,020 $ 401,231 $-402,751
Net loss year ended
December 31, 1997 -100
Balance,
December 31, 1997 1,020,000 $1,020 $ 401,231 $-402,851
Net Loss Year Ended
December 31, 1998 -100
Balance,
December 31, 1998 1,020,000 $1,020 $ 401,231 $-402,951
Net Loss
January 1, 1999 to
September 30, 1999 -450
Balance,
September 30, 1999 1,020,000 $1,020 $ 401,231 $-403,401
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Year Feb.28,1986
1999, to Ended Ended (Inception)
Sep. 30, Dec. 31, Dec. 31 to Sep. 30,
1999 1998 1997 1999
Cash Flows from
Operating Activities
Net Loss $ -450 $ -100 $ -100 $ -403,401
Adjustment to
Reconcile net loss
Common Stock
Issued for Stock in
Mutual Oil of
America, Inc. 0 0 0 +402,251
Changes in assets and
Liabilities
Increase In Current
Liabilities
Officers Advances +450 +100 +100 +1,150
Net cash used in
Operating activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities 0 0 0 0
Net Increase (decrease) $ 0 $ 0 $ 0 $ +0
Cash,
Beginning of period 0 0 0 0
Cash, End of Period $ 0 $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, December 31, 1998, and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 28, 1986, under the laws of
the State of Nevada as Mirex, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a
development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1999.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company were amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 1999, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year-end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible software
for all of the company's computing requirements. Because the
company's products and services are sold to the general public
with no major customers, the company believes that the "Year
2000" issue will not pose significant operational problems and
will not materially affect future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
December 31, 1998, due to the net loss and no state income tax
in Nevada, the state of the Company's domicile and operations.
The Company's total deferred tax asset as of December 31, 1998,
is as follows:
Net operation loss carry forward $ 10,211
Valuation allowance $ 10,211
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire from
2006 to 2018.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000, shares with a par value $.001 per share.
Preferred Stock
The Corporation has no preferred stock.
On March 7, 1986, the Company issued 1,700 shares of its no par
value common stock for consideration of 168,417 shares of Mutual
Oil Of America, Inc. valued at $402,251.00.
On October 17, 1996, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its
capitalization from 2,500 Common Shares to 50,000,000 Common
Shares. The No Par Value of the common shares was changed to
$0.001.
On October 17, 1996, the company forward split it's common stock
600:1, thus increasing the number of outstanding common shares
from 1,700 shares to 1,020,000 shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. The stockholders/officers and or directors have
committed to advancing the operating costs of the Company
interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
BARRY L. FRIEDMAN
Certified Public Account
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702)896-0278
To Whom It May Concern: November 11, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of November 11, 1999,
on the Financial Statements of Mirex, Inc., as of September 30,
1999, in any filings that are necessary now or in the near
future with the U.S. Securities and Exchange Commission.
Very truly yours,
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form 1-A are
included.
Index of Exhibits
Named Exhibit Exhibit No.
Articles of Incorporation of Mirex, Inc. Exhibit 1
Amended Articles of Incorporation Exhibit 2
By-laws of Mirex, Inc. Exhibit 3
Bechtel Civil & Minerals, Inc. letter Exhibit 4
Bechtel Civil & Minerals, Inc. Consulting Agreement Exhibit 5
State of Nevada Industrial Development Revenue Bonds Exhibit 6
Xaxon Immobilien und Anlagen Consult GmbH Agreement Exhibit 7
Ranch Sellers Term Sheet Exhibit 8
Order of Saint John of Jerusalem, of
Rhodes & of Malta Ecumenical Exhibit 9
2. Instruments defining the rights of security holders
Mirex, Inc. does not have any instruments defining the
rights of security holders other than the articles of
incorporation and the Bylaws of the company.
3. Voting Trust Agreement
Mirex, Inc. does not have any kind of Voting Trust Agreement
4. Material Contracts
Mirex, Inc. has a consulting contract which is included as
exhibit 7.
5. Material Foreign Patents
Mirex, Inc. does not have any Material Foreign Patents.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: November 16, 1999 Mirex, Inc.
By:/s/ Lewis M. Eslick
Lewis M. Eslick, President
EXHIBIT 1
ARTICLES OF INCORPORATION OF
MIREX, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have voluntarily associated ourselves
together for the purpose of forming a corporation under the laws
of the State of Nevada relating to general corporations, and we
do hereby certify:
ARTICLE I
That the name of this corporation is:
MIREX, INC.
ARTICLE II
That the principal office of this corporation is to be located
in the City of Reno, County of Washoe, State of Nevada, at 350
South Center Street, Suite 350, and the mailing address shall be
350 South Center Street, Suite 350, Reno, NV 89501; but the
corporation may maintain an office in such towns, cities, and
places within and without the State of Nevada as the Board of
Directors may from time to time determine, or as may be
designated by the Bylaws of the said corporation. The resident
agent of the corporation will be RODNEY E. SUMPTER1 whose address
is 350 South Center Street, Suite 350, Reno, Nevada 89501.
ARTICLE III
That the nature of business, proposed to be transacted, promoted
or corporation are mining and exploration or objects, or
purposes, carried on by this and production of national
resources and any other lawful business.
ARTICLE IV
That the total amount of authorized capital stock of this
corporation is Two Thousand Five Hundred (2,500) shares, said
stock to be of no par value.
Such stock may be issued from time to time without action by the
stockholders, for such consideration as may be fixed from time
to time by the Board of Directors, and shares so issued, shall
be deemed fully paid stock, and the holder of such shares shall
not be liable for any further payment thereon.
ARTICLE V
That the members of the governing board of this corporation
shall be styled directors; if there are fewer than three (3)
stockholders, the number of directors may be less than three but
not less than the number of stockholders, the names and
addresses of the first Board of Directors are:
NAMES ADDRESSES
LEWIS MELFORD ESLICK 6425 Meadow country Drive
Reno, Nevada 89509
LESLIE BETH ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
ARTICLE VI
The capital stock of this corporation shall not be subject to
assessment to pay debts of the corporation, and no paid-up stock
and no stock issued as fully paid shall ever be assessable or
assessed. The Articles of Incorporation shall not be amended in
this particular.
ARTICLE VII
The names and post office addresses of the incorporators of this
corporation are:
NAMES ADDRESSES
LEWIS MELFORD ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
LESLIE ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
ARTICLE VIII
The period of existence of this corporation shall be perpetual,
subject only to termination by action of its stockholders or by
the effect of law.
ARTICLE IX
No shareholder may sell, assign, or otherwise transfer his
shares and certificate or certificates of stock, or any part
thereof, except to a spouse or direct family member, or by gift
to other shareholders or their spouses, unless it is first
offered to the corporation or the other shareholders upon the
following terms and conditions:
a. For a period of thirty-one (31) days after notice, the
corporation shall have the option to purchase all or any part of
the shares to be sold, assigned or otherwise transferred, at the
price and upon the terms offered by the selling stockholder.
b. To the extent the corporation does not exercise its option as
herein provided, the other shareholders shall have an option for
an additional period of thirty-one (31) days to purchase all or
any part of the shares to be sold, assigned or otherwise
transferred at the offering price thereof, each shareholder in
the same proportion that the number of owns bears to the total
number of shares of stock of the same class then issued and
outstanding, excluding the shares offered to be sold.
c. If neither the corporation nor shareholders shall exercise their
option to purchase the stock available under the terms of this
Article, those shares may be sold by the holder thereof to
anyone at the price not less than that upon which they were
offered to the corporation or other shareholders. If any of the
said shares are offered for sale to others for a price lower
than offered to the corporation or other shareholders, the
corporation and other shareholders shall again have the options
to purchase all or any part thereof at the lower offering price
before said shares, or any part thereof, may be sold to the
public at said lower offering price.
ARTICLE X
The directors shall have the power to make and alter the Bylaws
of the corporation. Bylaws made by the Board of Directors under
the powers so conferred may be altered, amended or repealed by
the Board of Directors or by the stockholders at any meeting
called and held for that purpose.
ARTICLE XI
All transactions and acts by the Board of Directors shall be
accomplished by a majority of the Board of Directors in the
management of the business and affairs of the corporation, and
the Board of Directors shall have the power to authorize the
seal of the corporation to be affixed to all papers which may
require it.
IN WITNESS WHEREOF, we have hereunto set our hands and executed
these presents on the days set forth adjacent to our respective
signatures.
February 28, 1986 /s/Lewis Melford Eslick
2/28/1986 /s/Leslie Beth Eslick
STATE OF NEVADA )
ss.
COUNTY OF WASHOE ).
On this 28 day of February, 1986, personally appeared before me,
a Notary Public in and for the County of Washoe, State of
Nevada, LEWIS MELFORD ESLICK and LESLIE BETH ESLICK, known to me
to be the persons described in and who executed the foregoing
instrument, who acknowledged to me that they executed the same
freely and voluntarily and for the uses and purposes therein
mentioned.
s/ Rodney Sumpter
Notary Public
EXHIBIT 2
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
MIREX, INC.
(Nevada Corporation Number C-1418-1986)
(THE CORPORATION)
We the undersigned, Lewis M. Eslick (President) and Leslie B.
Eslick (Secretary) of the Corporation do hereby certify:
That the board of Directors of the Corporation at a meeting duly
convened and held on the 7th day of September, 1996, adopted a
resolution to amend the original articles as follows:
ARTICLE IV IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all
classes of stock, which the corporation shall have authority to
issue is Fifty Million (50,000,000), consisting of Fifty Million
(50,000,000) shares of Common Stock, par value of $0.001 per
share (The "Common Stock")
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares
of the Common Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of the Common Stock
standing in his/her name;
c Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive such
cash dividends as may be declared thereon by the Board of
Directors from time to time out of assets of funds of the
Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of Directors may
issue shares of the Common Stock in the form of a distribution
or distributions pursuant to a stock dividend or split-up of the
shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Restated
Articles of Incorporation, each share of the Common Stock shall
have identical powers, preferences and rights, including rights
in liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock,
or any series thereof, shall be such as may be fixed, from time
to time, by the Board of Directors in it's sole discretion,
authority to do so being hereby expressly vested in such board.
4. Issuance of the Common Stock. The Board of Directors of the
Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock herein
authorized in accordance with the terms and conditions set forth
in these Restated Articles of Incorporation for such purposes,
in such amounts, to such persons, corporations, or entities, for
such consideration and in the case of the Preferred Stock, in
one or more series, all as the Board of Directors in it's
discretion may determine and without any vote or other action by
the stockholders, except as otherwise required by law. The Board
of Directors, from time to time, also may authorize, by
resolution, options, warrants and other rights convertible into
Common or Preferred stock (collectively "securities.") The
securities must be issued for such consideration, including
cash, property, or services, as the Board or Directors may deem
appropriate, subject to the requirement that the value of such
consideration be no less than the par value if the shares
issued. Any shares issued for which the consideration so fixed
has been paid or delivered shall be fully paid stock and the
holder of such shares shall not be liable for any further call
or assessment or any other payment thereon, provided that the
actual value of such consideration is not less that the par
value of the shares so issued. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock divided or split-up of the
shares of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable
law, there shall be no cumulative voting on any matter brought
to a vote of stockholders of the Corporation.
ARTICLE V IS HEREBY AMENDED TO READ AS FOLLOWS:
Fifth: Governing Board of Directors
The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. Except as may
otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional directors
under specified circumstances, which may be granted to the
holders of the exact number of directors of the Corporation
shall be determined from time to time by a bylaw or amendment
thereto, providing that the number of directors shall not be
reduced to less than three (3). The directors holding office at
the time of the filing of these Restated Articles of
Incorporation shall continue as directors until the next annual
meeting and/or until their successors are duly chosen.
ARTICLE IX IS HEREBY AMENDED TO READ AS FOLLOWS:
Ninth: Shareholders' Right To Sell and/or Transfer Stock
Any shareholders' may sell, assign, or otherwise transfer their
shares and certificate or certificates of stock, or any part
thereof.
The aforesaid changes and amendments have been consented to and
approved by a majority vote of the stockholders holding at least
a majority of each class of stock outstanding and entitled to
vote thereon.
/s/ Lewis M. Eslick /s/ Leslie B. Eslick
Lewis M. Eslick, President Leslie B. Eslick, Secretary
STATE OF NEVADA }
}SS
COUNTY OF WASHOE}
The undersigned Notary Public certified, deposes and states
Lewis M. Eslick and Leslie B. Eslick, personally appeared before
me and executed the foregoing on behalf of the Corporation as
it's President and Secretary respectively, this 16TH day of
October 1996.
By: /s/ Frankie L. Lombardo, Jr.
Notary Public in and for said
Washoe County, State of Nevada
EXHIBIT 3
Bylaws
of
Mirex, Inc.
Nevada Registration Number C1418-1986
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal
office may be changed by the Board of Directors. The Corporation
also may have offices in such other places as the Board may from
time to time designate. The location of the initial principal
office of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall
be held at such place within or without the State of Nevada as
shall be set forth in compliance with these Bylaws. The meeting
shall be held on the first Monday of April of each year. If such
day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of
Directors and for the transaction of such other business as may
properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by
statute, may be called by the President upon written request of
the holders of 50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person
by whom or at whose direction the meeting is called shall be
given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place, day,
and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, which
shall be delivered not less than ten or more than fifty days
before the date of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid. Attendance at the
meeting shall constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the
holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting shall
be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more
than fifty days prior to any meeting as the record date for the
purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated period not
to exceed fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order to make
a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time
to time without further notice. At a meeting resumed after any
such adjournment at which a quorum shall be present or
represented, any business may be transacted, which might have
been transacted at the meeting as originally noticed.
7. Voting
A holder of outstanding shares, entitled to vote at a meeting,
may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the currently filed Articles of
Incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed
Articles of Incorporation otherwise provided, all corporate
action shall be determined by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to
vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may vote in person
or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after six months from the date
of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a
majority of the shareholders entitled to vote with respect to
the subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by
it's Board of Directors. The Board if Directors may adopt such
rules and regulations for the conduct of their meetings and the
management of the Corporation as they appropriate under the
circumstances. The Board shall have authority to authorize
changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution
determine from time to time. Each of the Directors shall hold
office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by this Bylaw, immediately after and,
at the same place as the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without
other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by
order of the Chairman of the Board or the President. The
Secretary shall give notice of the time, place and purpose or
purposes of each special meeting by mailing the same at least
two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each
Director. Meeting of the Board of Directors may be held by
telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until a
quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall
have one vote. The act of a majority of Directors present at a
meeting shall be the act of the full Board of Directors,
provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in
the case of death, resignation, or removal of any Director, or
if the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of the shareholders, at which
any Director is to be elected, to elect the full authorized
number of Directors to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled to vote. Such vacancy shall be filled by the Directors
entitled to vote. Such vacancy shall be filled by the Directors
then in office, though less than a quorum, to hold office until
the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by
election by the shareholders at the meeting at which the
Director is removed. No reduction of the authorized number of
Directors shall have the effect of removing any Director prior
to the expiration of his term of office.
9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon it's
acceptance by the Board of Directors; provided, however, that if
the Board of Directors has not acted thereon within ten days
from the date of it's delivery, the resignation shall be deemed
accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action(s) taken
unless his dissent shall be placed in the minutes of the meeting
or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of
the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of the
Board of Directors shall have all the powers necessary to
function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until
such time as all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from it's own number a Chairman
of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors. The
Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President, one or
more Vice Presidents, and a Secretary Treasurer, each of whom
shall be elected by a majority of the Board of Directors. Such
other Officers and assistant Officers as may be deemed necessary
may be elected or appointed by the Board of Directors. In it's
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person. Officers may or may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of Officers
shall not be held at such meeting, such election shall be held
as soon thereafter as convenient. Each Officer shall hold office
until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect
upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors
whenever in it's judgment the best interests Corporation will be
served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election
or appointment of an Officer or agent shall not of itself create
contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the Officer in question
if he is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or is a new office shall be
created, may be filled by the Board of Directors for the un-
expired portion of the term.
6. President
The president shall be the chief executive and administrative
Officer of the Corporation. He shall preside at all meetings of
the stockholders and, in the absence of the Chairman of the
Board, at meetings of the Board of Directors. He shall exercise
such duties as customarily pertain to the office of President
and shall have general and active supervision over the property,
business, and affairs of the Corporation and over it's several
Officers, agents, or employees other than those appointed by the
Board of Directors. He may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
7. Vice President
The Vice President shall have such powers and perform such
duties as may be assigned to him by the Board of Directors or
the President. In the absence or disability of the President,
the Vice President designated by the Board or the President
shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts any
other obligations pertaining to the regular course of his
duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent
ordered by the Board of Directors or the President, the minutes
of meeting of all committees. He shall cause notice to be given
of meetings of stockholders, of the Board of Directors, and of
any committee appointed by the Board. He shall have custody of
the corporate seal and general charge of the records, documents
and papers of the Corporation not pertaining to the performance
of the duties vested in other Officers, which shall at all
reasonable times be open to the examination of any Directors. He
may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation
and affixes the seal of the Corporation thereto. He shall
perform such other duties as may be prescribed from time to time
by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on
behalf of the Corporation for collection check, notes and other
obligations, and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as the Board
of Directors may designate. He may sign, with the President or
such other persons as may be designated for the purpose of the
Board of Directors, all bills of exchange or promissory notes of
the Corporation. He shall enter or cause to be entered regularly
in the books of the Corporation full and accurate account of all
monies received and paid by him on account of the Corporation;
shall at all reasonable times exhibit his books and accounts to
any Director of the Corporation upon application at the office
of the Corporation during business hours; and, whenever required
by the Board of Directors or the President, shall render a
statement of his accounts. He shall perform such other duties as
may be prescribed from time to time by the Board of Directors or
by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix the salaries or
other compensation of any subordinate Officers or agents. No
Officer shall be prevented from receiving any such salary or
compensation by reason of the fact the he is also a Director of
the Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or
agent of the Corporation shall execute to the Corporation a bond
in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, monies or
securities of the Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers,
agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to
specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of it's
obligation under any loan or advance shall be issued in it's
name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the payment
of any loan, advance, indebtedness or liability of the
Corporation unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined to
specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board
of Directors may select, or as may be selected by an Officer or
agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation shall be signed by
such Officer or Officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from
timer to time may determine. Endorsements for deposits to the
credit of the Corporation in any of it's duly authorized
depositories shall be made in such manner as the Board of
Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in
the form of an appropriate legal writing, which shall be signed
by the President or Vice President and by the Treasurer or by
the Secretary, and sealed with the seal of the Corporation. The
seal may be facsimile, engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an
authorized Officer of the Corporation or other trustee
designated by the indenture of trust or other agreement under
which such security is issued, the signature of any of the
Corporation's Officers named thereon may be facsimile. In case
any Officer who signed, or whose facsimile signature has been
used on any such bond or debenture, shall cease to be an Officer
of the Corporation for any reason before the same has been
delivered by the Corporation, such bond or debenture may
nevertheless by adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile
signature has been used thereon had not ceased to be such
Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by
the President. The signatures of such Officers upon a
certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of it's employees. All
certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled except that in case
of a lost, destroyed or mutilated certificate, a new one may be
issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the
stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the power
to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class,
and may require that stock certificates shall be countersigned
and registered by one or more of such transfer agents and
registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been lost
or destroyed. The Board of Directors may require the owner of
such a certificate or his legal representative to give the
Corporation a bond in such sum and with such sureties as the
Board of Directors may direct to indemnify the Corporation as
transfer agents and registrars, if any, against claims that may
be made on account of the issuance of such new certificates. A
new certificate may be issued without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder thereof, in fact,
and shall not be bound to recognize any equitable or other claim
to or on behalf of this Corporation to any and all of the rights
and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and
deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights
and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any
other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said Officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person
and his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of his having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or Officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such persons from all suits or claims as
provided for under the provisions of the Nevada Revised
Statutes; provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any expense incurred
in connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any
person under the foregoing provisions of this section shall not
exclude any other right to which he may lawfully be entitled,
nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The
Corporation, it's Directors, Officers, employees and agents
shall be fully protected in taking any action or making any
payment, or in refusing so to do in reliance upon the advice of
counsel.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder
or Director of the Corporation under the provisions of the
Articles of Incorporation, or under the provisions of the Nevada
Statutes, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a waiver
of notice of such meetings, except where attendance is for the
express purpose of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may
be repealed or changed by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special meeting, as
they deem advisable, declare dividends payable out of the
surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle and
shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Friday, March 7, 1986
Mirex, Inc.
By:/s/Lewis Eslick
Lewis M. Eslick, President
EXHIBIT 4
Bechtel Civil & Minerals, Inc.
Engineers-Constructors
Fifty Beale Street
San Francisco, California
Mail Address: P.O. Box 3965. San Francisco, CA 94119
May 30 1986
Mr. Chang Zheng Peng
3295 South Virginia
Apartment 239
Reno, Nevada 89502
Dear Mr. Peng:
We have reviewed the Mawan Harbor Project, with an estimated
budget of $200,000,000 USD for two to four deep water berths and
the Petroleum-Chemical Refinery Project with an estimated budget
of $170,000,000 USD for 3,500,000 ton capacity annually. We are
grateful to Mr. Lewis Eslick and you for bringing these projects
to our attention.
Bechtel International is prepared, with the assistance of you
and Mr. Eslick, to negotiate new contracts with Nanhai Oil
Shenzhen Development Service Corporation and Hai Lin Jie
International Information Engineering Company, Ltd. for the
construction of these projects. We will also be ready to join
with major international companies for the management and
operation of these projects as will be outlined in a negotiated
contract.
We have been advised that Mr. Eslick, working through His
Excellency, Emir Ahmud Maybud, has arranged financing for these
projects under very favorable terms and conditions.
Sincerely,
/s/J. Anderson
J. Anderson Vice President
cc.: Mr. Lewis Eslick
EXHIBIT5 (page 1)
(Letterhead)
Bechtel Civil & Minerals, Inc.
Engineers-Constructors
Fifty Beale Street
San Francisco. California
Mail Address: P.O. Box 3965. San Francisco, CA 94119
May 27, 1986
Mirex, Inc.
6425 Meadow Country Drive
Reno, Nevada 89509
Attention: Mr. L. Eslick
Subject: Agreement for Consulting Services
Gentlemen:
Enclosed are two copies of a proposed Agreement for Consulting
Services with Bechtel Civil & Minerals, Inc.
If the Agreement is acceptable to you, would you please so
indicate by signing both copies and returning one of the signed
copies to me at the above mail address.
Your invoices for services should be sent to Mr. R.E. Jackson at
the same mail address.
Very truly yours,
BECHTEL CIVIL & MINERALS, INC.
/s/OK Campbell
for D. M. Rockey
DMR/GCC/rw
Attachments
cc: R.E. Jackson
S.L. Hill
A. Holm
Exhibit 5 (page 2) AGREEMENT FOR CONSULTING SERVICES
It is agreed this 12th day of May 1986, by and between BECHTEL
CIVIL & MINERALS, INC. (Bechtel) and MIREX, INC.,
(Consultant), whose Employer Identification Number 88-0216167 is
as follows:
1. Consultant agrees to perform for Bechtel the consulting
services described in Section A, during the period described in
Section B, of the annexed Schedule.
2. For satisfactory performance of the services described
herein, Bechtel shall pay to Consultant the compensation
provided for in Section C of the Schedule. Consultant shall
submit to Bechtel, for its approval a detailed statement of the
services performed, including the dates and total number of
days or hours worked, and the costs related thereto, including
travel expenses and other costs with appropriate receipts as
described in Section C of the Schedule. Within thirty days
after receipt of Consultant's statement, Bechtel shall approve
and pay the same or notify Consultant that it disapproves, in
whole or in part, Consultant's statement and the reasons for
such disapproval.
3. In performing services under this Agreement, Consultant
shall operate as and have the status of an independent
contractor and shall not act as or be an agent or employee of
Bechtel. All of Consultant's activities will be at its own
risk, and Consultant shall not be entitled to Workers
Compensation or similar benefits or other insurance protection
provided by Bechtel. As an independent contractor, Consultant
will be solely responsible for determining the means and methods
of performing the consulting services described in Section A of
the annexed Schedule. Consultant will determine the time, the
place and the manner in which it will accomplish its services
within an overall schedule date established by Bechtel. Bechtel
will receive only the results of Consultant's services.
4. Consultant agrees to perform its consulting services with
that standard of care, skill and diligence normally provided by
a professional person in the performance of similar services.
Consultant understands that Bechtel will be relying upon the
accuracy, competence and completeness of Consultant's services
hereunder in utilizing the results of such services hereunder in
fulfilling contractual commitments to Bechtel clients.
5. Bechtel shall have a permanent assignable, nonexclusive
royalty-free license to use any concept, product or process,
patentable or otherwise, furnished to Bechtel by Consultant, or
otherwise conceived or developed by Consultant in the
performance of this Agreement. Consultant agrees to do all
things necessary, at Bechtel's request and at its sole cost and
expense, to obtain patents or copyrights on any processes,
products or writings conceived, developed or produced by
Consultant in the performance of this Agreement. All materials
prepared or developed by Consultant hereunder including, without
limitation, documents, calculations, maps, sketches, notes,
reports, data, models and samples, shall become the property of
Bechtel when prepared, whether delivered to Bechtel or not, and
shall be delivered to Bechtel upon request and, in any event,
upon termination of this Agreement.
6. Consultant agrees that it will not divulge to third
parties, without the written consent of Bechtel, any information
obtained from or through Bechtel, or developed or obtained
by Consultant in connection with the performance Of this
Agreement unless (a) the information is known to Consultant
prior to obtaining it from Bechtel, (b) the information is, at
the time of disclosure by Consultant, then in the public domain,
or (c) the information is obtained by Consultant from a third
party who did not receive it directly or indirectly from
Bechtel.
7. Unless otherwise agreed by Bechtel in writing, Consultant
shall personally perform the services specified herein.
BECHTEL CIVIL & MINERALS, INC.
(Bechtel)
By /s/ J. Anderson
J. Anderson, Vice President
MIREX, INC.
(Consultant)
By /s/ Lewis Eslick, President
Exhibit 5 (page 4) BC&MI
Mirex, Inc.
Effective 5/12/86
Sponsor: R. E. Jackson
SCHEDULE
Section A - Scope of Services
Consultant shall perform services as requested by Bechtel
with respect to business development assistance and advisory
services in connection with selected projects in the Shenzhen
area in the Peoples' Republic of China.
Section B - Period of Performance
The period of performance of consulting services hereunder
shall commence as of May 12 1986, and shall continue through
December 31, 1986.
Section C - Compensation
1. Bechtel shall pay to Consultant the sum of $650 for each
day Consultant is engaged in performing the services described
in Section A above, to a maximum of 85 days of such services
($55,250).
2. Bechtel shall reimburse Consultant for transportation,
lodging travel, communication and other expenses incurred by
Consultant in the performance of the services and authorized or
approved by Bechtel in writing.
3. Expenses incurred must be supported by airline ticket
stubs, hotel bills, restaurant receipts, etc. Bechtel may
withhold reimbursement for any unsupported expenses. Claims
for reimbursement for taxi fares of $10.00 of more and any other
single expenditure of $25.00 or more must be supported by
appropriate receipts.
4. The estimated total Compensation is $75,000 and covers
Consultant's fees, transportation, lodging, meals and other
expenses.
Section D - Additional Provisions
1. Consultant will obtain prior approval for each business
development activity and provide an estimate of the number of
days and amount of expenses required.
2. To the extent Consultant's activities require communicating
with any third parties, all such communications shall be
conducted in conjunction with representatives of Bechtel.
3. Consultant will provide his own facilities and services, such as
office space, secretarial and other office service support, at
no cost to Bechtel. When Consultant is in Bechtel's offices at
the request of Bechtel, incidental office facilities and
services will be provided at no cost to Consultant.
4. Consultant will provide his own transportation, which will
be reimbursed to him in accordance with the terms of this
Agreement. Consultant will use less than first-class air
transportation, i.e., coach or economy, when travelling on
Bechtel assignments. Under specific unusual conditions, first-
class transportation may be approved by Mr. R. E. Jackson,
5. Consultant agrees that full disclosure of the terms of this
Agreement, including its compensation provisions, may be made to
whomever Bechtel's General Counsel determines has a legitimate
need to know.
6.a. Consultant acknowledges that the laws, rules,
regulations and decrees of the People's Republic of China and of
the United States of America shall apply to its services. In
this connection the parties recognize that the United States
Foreign Corrupt Practices Act of 1977 ("Act") prohibits the
payment or giving of anything of value either directly or
indirectly by an American company to an official of a foreign
government for the purpose of influencing an act or decision in
his official capacity, or inducing him to use his influence with
the foreign government, to assist a company in obtaining or
retaining business for or with, or directing business to, any
person.
6.b Consultant covenants that it is familiar with the Act and its
purposes and represents that Consultant and its owners,
officers, directors, and employees are not officials, officers,
or representatives of any government or political party or
candidates for political office and covenants and represents
further that no part of the compensation will be accepted or
used by Consultant for the purpose, not will it take any action,
which would constitute a violation of any law or the United
States of America, including the covenants and represents that
it does not desire and will not request any services or action
by Consultant which would or might constitute any such
violation.
7.a. This Agreement and the services to be performed hereunder
may be terminated by either party at any time with thirty days
prior written notice. Notice shall be mailed or delivered to
Bechtel at:
Bechtel Civil &Minerals, Inc,
Fifty Beale Street
San Francisco, CA 94105
Att: Mr. R. E. Jackson
And to Consultant at:
MIREX INC
6425 Meadow Country Drive
Reno, Nevada 89509
Att: Mr. Lewis Eslick
EXHIBIT 6
CERTIFICATE OF THE DIRECTOR OF THE
STATE OF NEVADA DEPARTMENT OF COMMERCE
PROVIDING FOR THE FINANCING OF A MANUFACTURING FACILITY
IN THE CITY OF RENO, NEVADA
WHEREAS, Mirex, Inc., a Nevada corporation (herein called
the "Obligor") has submitted an application to the Director of
the State of Nevada Department of Commerce (herein called the
"Director") for the issuance of industrial development revenue
bonds (herein called the "Bonds") to provide for the financing of
the acquisition, improving and equipping of a replica automobile
and kit form replica automobile manufacturing facility to be
located at 127 Woodland Avenue, Reno, Nevada (herein called the
"Project"); and
WHEREAS, the Director has full legal right, power and
authority under the Nevada Revised Statutes, including Sections
349.400 through 349.670 thereof (herein called the "Act"), to
issue Bonds to finance the Project; and
WHEREAS, the Obligor now requires evidence of a present
intent on the part of the Director to issue such Bonds for such
purposes;
NOW, THEREFORE, the Director hereby certifies as follows:
1. It is the present intent of the Director to issue
Bonds in an amount not to exceed $4,100,000.00 to provide financing
for the Project.
2. The Bonds shall be issued subject to the conditions
that (i) the Director adopts, and the State Board of Finance and
the Reno City Council approve, findings of the Director that may
be required under the Act, (ii) the Director by appropriate
official action agrees to acceptable terms and conditions for
the Bonds (and for the sale and delivery thereof) and to all
other documents and agreements to be executed by the Director in
connection with such Bonds, (iii) all requisite local, state and
federal governmental approvals for the Project shall have first
been obtained and all statutory requirements shall have first
been met, (iv) the Bonds shall be payable solely from revenues
derived from the financing, leasing or sale of the Project or
other investments made with the proceeds of such Bonds, (v) the
Bonds shall not constitute or give rise to any pecuniary
liability of the Director or the State or constitute a charge
against the State's general credit or taxing powers, (vi) the
Director and the Obligor shall have entered into a letter
agreement, in substantially the form enclosed herewith, with
such additions or deletions as are considered necessary or
appropriate by the Director and the Obligor, and (vii) all other
statutory requirements for the issuance of the Bonds be met,
including but not limited to requirements contained in the
Internal Revenue Code of 1986 as amended and supplemented and
the regulations of the U.S. Department of Treasury promulgated
thereunder.
3. The firm of Howarth and Associates is hereby designated as
financial advisor to the Director with respect to the Bonds. If
the Obligor requests that the Director attempt to market the Bonds
in a public offering, the Director will designate one or more
investment bankers to manage the underwriting of such public offering.
4. The firms of Jones, Jones, Close & Brown, Chartered
and Orrick, Herrington & Sutcliffe are hereby designated as Bond
Counsel and Special Tax Counsel, respectively, for the Bonds.
5. It is the purpose and intent of the Director that this
certificate constitute official action towards the issuance of
Bonds by the Director for the Project in accordance with 26
C.F.R. Section I.103-8(a)(5)(iii).
6. This certificate shall be in effect for a period of one
year from the date of its adoption, unless extended by the
Director upon further written request of the Obligor.
7. This certificate shall take effect immediately upon
its execution.
I, LARRY D. STRUVE Director of the State of Nevada Department of
Commerce, have executed this certificate this 13th day of
August, 1990.
/s/Jolene B Rose (for) Larry D. Struve
Larry D. Struve, Director
STATE OF NEVADA
DEPARTMENT OF COMMERCE
OFFICE OF THE DIRECTOR
1665 Hot Springs Road LARRY D. STRUVE
Carson City, Nevada 89710 Director
BOB MILLER (702) 687-4250 JOLENE B. ROSE
Governor Fax (702) 687-4266 Deputy Director
July 17, 1991
Mr. Lewis M. Eslick
President
Mirex, Inc.
6425 Meadows Country Drive
Reno, NV 89109
Re: Mirex IDRB Project; Certificate of One-Year Extension
of Inducement Certificate
Dear Mr. Eslick:
Please find enclosed a copy of a Certificate executed by me
on July 15, 1991, extending the period of the inducement
certificate issued for the Mirex, Inc. IDRB project for one-
year, to and including August 13, 1992. You should keep a copy
of this Certificate in your file.
Please advise when a bond closing will be arranged for this
project. As you know, the Congress is currently considering
legislation to extend the sunset date of December 31, 1991.
However, if the project does not close by that date, the ability
of the Department of Commerce to issue tax exempt IDRB's will be
dependent on any extension legislation Considered by the
Congress.
Sincerely
/s/Larry D. Struve
LARRY D. STRUVE
Director
Att.
cc: John Chrissinger
Paul Havas
CERTIFICATE OF THE DIRECTOR OF THE
STATE OF NEVADA DEPARTMENT OF COMMERCE
EXTENDING THE INDUCEMENT CERTIFICATE FOR THE
MIREX, INC. PROJECT
WHEREAS, the Director of the State of Nevada Department of
Commerce issued an inducement certificate, dated August 13,
1990, for the benefit of the Mirex, Inc. Project, a copy of
which is attached hereto as Exhibit A; and
WHEREAS, the inducement certificate had an effective period of
one year from its date unless extended by the Director upon
further written request of the Obligor; and
WHEREAS, the Obligor has made a written request for such an
extension, dated June 26, 1991, a copy of which is attached
hereto as Exhibit B; and
WHEREAS, the Director has determined that it is appropriate to
extend the inducement certificate for one additional year, i.e.
through August 13, 1992;
NOW, THEREFORE, the Director hereby extends the effective period
of the inducement certificate issued to Mirex, Inc., dated
August 13, 1990, and attached hereto as Exhibit A, for one
additional year, i.e. through and including August 13, 1992.
Throughout the extension period granted in the preceding
paragraph, the inducement certificate remains subject to the
reservation described in the agreement letter between the
Director and Mirex, Inc. (the "Obligor") that:
The Obligor agrees and understands that the issuance of the
Inducement Certificate by the Director does not reserve or
allocate for this Project any portion of the State's authority
to issue "private activity bonds" under Section 146 of the
Internal Revenue Code. Such allocation will be made after the
State Board of Finance approves the Director's findings
concerning this Project if the Director determines that such an
allocation will be available at the time the Bonds are proposed
to be issued and if' in his discretion, the Director determines
an allocation certificate for the Project should be issued
subject to the provisions of Chapter 348A of the Nevada Revised
Statutes and the administrative regulations promulgated
thereunder.
I, Larry D. Struve, Director of the State of Nevada Department
of Commerce, have executed this extension certificate this 15th
day of July, 1991.
/s/Larry D. Struve
Larry D. Struve, Director
STATE OF NEVADA
DEPARTMENT OF COMMERCE
OFFICE OF THE DIRECTOR
1665 Hot Springs Road
Carson City, Nevada 89710
(702) 687-4250
Fax (702) 687-4266
STATE BOARD OF FINANCE
AGENDA ITEM: Director of the Department of Commerce
Industrial Development Revenue Bond for
MIREX CORPORATION
Time and Place of Meeting:
10:00 A.M., Thursday, February 6, 1992
Governor's Office
MATTER TO BE REVIEWED:
On September 18, 1990, the Board reviewed and approved the
findings and supplemental findings of the Director to issue a
tax-exempt bond "up to" $4.1 million and a taxable bond "up to"
$8.2 million.
The taxable bond issue will be used to acquire two "on going"
businesses, namely, Gatsby Coachworks and Classic Roadsters; the
tax-exempt issue will be used to finance the acquisition,
improvement and equipping of a manufacturing facility to be
located at 127 Woodland Avenue, Reno, NV in Washoe County.
The matter is before you to increase the size of the taxable
issue "up to" $14.4 million. The reason for this is to
accommodate the purchase of an insurance company investment
contract to guarantee the principal of the issue.
BACKGROUND OF AGENDA ITEMS:
The background of the agenda item is contained in the attached
package.
STAFF RECOMMENDATION:
The Director of the Department of Commerce requests a motion to
approve the change in the size of the taxable issue to
$14.4 million and to authorize the Director to issue an IDRB to
be backed by insurance as described in the background package
(New York Life Insurance Annuity, plus insurance from Provident
Capital Indemnity, Ltd. Reinsured by Dai-Ichi Mutual Life
Insurance Company) or other similarly recognized insurance
companies which would provide credit enhancement support for a
tax-exempt bond issue not to exceed $4.1 million and a taxable
bond issue not to exceed $14.4
Xaxon Immobilien und Anlagen Consult GmbH
8452 Boseck Street Telephone: 702 228-4688
Suite 272 Telefax: 702 838-2501
Las Vegas, Nevada 89128 Mobile Tele:702 498-8022
EXHIBIT 8
AGREEMENT TO SECURE FINANCING
FOR THE THOUSAND SPRINGS RANCH
This agreement is entered into as of this 8TH day of December
1998, by and between Xaxon Immobilien und Anlagen Consult GmbH,
hereinafter referred to as (Xaxon) and Mirex, Inc., hereinafter
referred to as (Mirex) or (Consultant), is as follows:
Xaxon desires to purchase the Thousand Springs Ranch located in
Elko County, Nevada. The ranch consists of 261,161 acres of
deeded lands, 839,050 acres of BLM leases, 37,877 acres of
private land leases and 7,511 acres of Railroad Leases making up
a total contiguous acreage of 1,145,599 +/-. The purchase will
include all buildings, fencing and all other man-made
structures. The purchase will also include all mineral rights,
all water rights, all sub-surface rights of any sort or kind,
all surface rights and all air rights above the ranch's surface
area.
Xaxon requires initial funding in an amount of USD $125,000,000.
The terms and conditions must be favorable and within the
structure of prevailing rates at the time of the funding. Xaxon
will give Mirex all data, references and financial statements
necessary to secure a loan for Xaxon.
For satisfactory performance of the services provided Xaxon
shall pay to Mirex the compensation described below.
1. Upon funding of the initial financing Mirex shall be paid a fee
equal to 3.5% of the gross amount of the loan. This fee equals
$4,375,000 and is to be paid to Mirex at the time, and as a
part, of the closing of the loan to Xaxon.
Xaxon intends to develop the ranch's natural potentials by
constructing a hydroelectric dam to be located in the 21-Mile
Canyon. The dam will create a reservoir behind it extending up
the 21-Mile Canyon. Xaxon will develop a water theme resort
park located around the reservoir.
1. Xaxon will require additional financing to complete the projects
described above. Mirex is hereby retained as the consultant to
obtain the additional financing. Mirex shall be paid a fee
equal to 3.5% of the gross amount of any and all subsequent
financing required and approved by Xaxon.
2. Mirex is hereby retained as the Project Manager for the
development of the hydroelectric dam to be located in the 21-
Mile Canyon. Mirex shall be paid a fee equal to 7.5% of the
gross contract amount as the Project Manager.
3. Mirex is hereby retained as the Project Manager for the
development of the water theme resort park which will include
one or more hotel/casinos to be located around the reservoir in
the 21-Mile Canyon. Mirex shall be paid a fee equal to 7.5% of
the gross contract amount as the Project Manage
Kaiser Friedrich Promenade 142
61352 Bad Homburg v.d.H, Germany
Lewis M. Eslick, Geschaeftsfuehrer
Amtsgericht 61352 Bad Homburg HRB 5420
Telefon: +49 (06172) 42 0 55 Telefax: +49 (06172) 41 0 21
4. Xaxon hereby grants to Mirex, the absolute right to market, all
available electricity generated by the hydroelectric dam to the
western states power grid. Mirex will be paid a fee equal to
10% of the gross amount of electricity sold.
5. Xaxon intends to lease the right to use 70,000 acre-feet of the
water rights allocated to the ranch properties. Mirex is hereby
granted the right of first refusal to lease these water rights
at the prevailing rates. In the alternative, Mirex may
negotiate the lease of these water rights with a third party
user and be paid a fee equal to 6% if successful.
In performing services under this Agreement, Mirex shall operate
as and have the status of an independent contractor. As an
independent contractor, Mirex will be solely responsible for
determining the means and methods of performing the consulting
services. Consultant will determine the time, the place and the
manner in which it will accomplish its services for Xaxon.
Mirex agrees to perform its consulting services with that
standard of care, skill and diligence normally provided by a
professional company in the performance of similar services.
Mirex understands that Xaxon will be relying upon the accuracy,
competence and completeness of it's services.
Xaxon shall have a permanent assignable, exclusive royalty
license to use any concept, product or process, patentable or
otherwise, furnished to Xaxon by Mirex, or otherwise conceived
or developed by Mirex in the performance of this Agreement.
All materials prepared or developed by Consultant hereunder
including, without limitation, documents, calculations, maps,
sketches, notes, reports, data, models and samples, shall become
the property of Xaxon when prepared. All materials shall be
delivered to Xaxon.
Xaxon Immobilien und Anlagen Consult GmbH
/s/Lewis Eslick
Lewis Eslick, Geschaeftsfuehrer
(Managing Director)
MIREX, INC.
/s/Lewis Eslick /s/Leslie B. Eslick
Lewis Eslick, President Leslie B. Eslick, Secretary
WALKER - WINECUP - GAMBLE, INC.
P.O. BOX 639
FT. PIERCE FLORIDA 34954
(407) 465-7840 4666 ORANGE AVENUE EXT. FORT PIERCE FL 34945
August 11, 1995
Xaxon Immobilien und Investoren Consult GmbH
Saalburgstrasse 157
61350 Bad Homburg v.d.H.
Germany
Attn: Lewis M. Eslick
Re: Walker-Winecup-Gamble, Inc.
Dear Lewis,
I am sending you the information that you requested from Arnold
Mullen. Lewis, although these reports were made while Lands of
Sierra were the owners, it is my understanding that these
reports took a time period of three years and a cost of four
million dollars to complete. The nice thing about talking to
those know is that these reports are valid today with a minimal
amount of changes to update them. This puts the property in a
very good posture, with the time and expense of those reports
already done.
Lewis, If you decide to tour the property, let will notify
Merlin Kingston, who has the lease operations. We will have a
man who knows the with you if you desire some help.
Your Friend,
/s/Dave
Dave
DLW/gbb
Enclosures:
TERM SHEET
August 24,1995
Buyer: Xaxon Immobilien and Investoren Consult GmbH
c/o Lewis Eslick Apartment Nr. 363
c/o Hotel Arcadia
am Houllier Platz 2
61381 Friedicksdorf
Germany
Seller: Walker Winecup Gamble Inc.
c/o Arnold Mullen
1601 Forum Place Suite 905
West Palm Beach, FL 33401
U.S.A.
Property: All of the shares of stock of the Walker Winecup
Gamble, Inc.(Full description of the assets to be attached to
final agreement).
Total purchase price: U.S. $35,425,000
Down payment: U.S. $1,000,000 in escrow with execution of this
U.S. $2,542,500 payable at closing
U.S. $3,542,500 total down payment
Balance of purchase price: 12 equal monthly payments of U.S.
$2,656,875 secured by an irrevocable bank guarantee acceptable
by the sellers from one of the top 25 Western European banks.
The bank and the exact wording of the guarantee shall be
finalized within 60 days of the execution of this document.
Recap of total purchase Price:
US $ 1,000,000 with execution of this Term Sheet.
US $ 2,542,500 balance of down payment at closing
US $31,882,500 total of 12 equal monthly installments
commencing 30 days from date of closing
US $35,425,000 total purchase price
Buyer understands and agrees to assist Seller to arrange to
sell the receivable/bank guarantee concurrent with the closing
date.
Closing date: December 5,1995
term sheet
Escrow: All bank documents and funds through the date of closing
shall be held by the escrow agent which is:
First American Title Company of Nevada
241 Ridge Street
Reno, Nevada 89501
Attention: Mary Clark
Terms of down payment: The $1, 000,000 down payment in escrow
shall be placed in an interest earning account. During the first
30 days from receipt and acceptance of this initial down
payment, the purchaser shall be entitled to a complete refund of
this initial down payment of $1,000,000 plus any interest earned
thereon, less the costs of the escrow account, if he for any
reason so requests in writing. After the initial 30 days, one
half the initial down payment (U.S. $500,000) becomes non
refundable. After 60 days the entire U.S. $1,000,000 becomes non
refundable.
Buyers rights: During the 90 days due diligence, the seller
shall cooperate completely with the buyer on any documents the
buyer may wish to review. Although the Buyer is already familiar
with the property and has previously inspected and/or learned
about the property, he still has the complete right to inspect
the property. The buyer and seller agree that it is in their
mutual best interest that any inspections and viewing of
documents be done in a quiet and confidential basis, and that
all arrangements will be made between them with this kept in
mind.
Time: Time is of the essence. This term sheet expires on
September 5,1995. If an executed copy by the Buyer is not
received in the office of the seller by midnight eastern
daylight time, September 5,1995, along with confirmation that
the initial U.S. $1,000,000 has been received by the escrow
agent, this term sheet and agreement shall expire.
Final Agreement: Upon receipt of the U.S. $1,000,000 by the
escrow agent and the executed copy of this Term Sheet, Seller
shall instruct his attorney to prepare a final agreement within
ten days.
Buyer:
Xaxon Immobilien and Investoren Consult GmbH
By: Lewis Eslick
Seller:
Walker Winecup Gamble, Inc.
/s/Arnold Mullen
By: Arnold Mullen
EXHIBIT 9
Order of Saint John
Of Jerusalem, of Rhodes & Malta Ecumenical
(The Office of the General Grand Consul U.K.
Tel: + 44 - (0)1302 - 752357 Fax: + 44 - (0) 1302 - 752357
Mob: UK 0780 431827
E - Mail Address [email protected]
U.K. Address for post delivery as below
12 Galway Rd. Bircotes, Doncaster, S York's DN118Bl, EnglandIn
Association With Paragon & Associates
To: Mirex, Inc. Date: 24 - Aug - 1999
8452 Boseck Drive
Suite No. 272
Las Vegas, Nevada 89145
U.S.A.
Attn: Mr. Lewis Eslick, President.
Dear Mr. Eslick,
We have been informed that Mirex, Inc. (a Nevada
Corporation) has entered into an agreement with Xaxon Immobilien
und Anlagen Consult GmbH, a German registered Company, to assist
in the sourcing and provision of the necessary financing
required to purchase the Thousand Springs Ranches located in
Elko County, Nevada U.S.A. and for the ongoing development
therein required.
We confirm that we have been made aware of the brokerage
agreement between Mirex, Inc. and Xaxon Immobilien und Anlagen
Consult GmbH, to become effected upon Mirex, Inc. successfully
producing the referenced funding.
We confirm that we will continue to work with Xaxon
Immobilien GmbH and we will work diligently with Mirex, Inc. to
assist in the provision of the required minimum funding of $125
Million USD. And that we understand that Mirex, Inc. is to be
remunerated in an amount equal 3.5% of any funding that it may
cause secure for the above referenced project.
We understand that upon successful funding being obtained,
Mirex Inc. is to installed as project manager, and will assist
in the further development of the ranch project.
We further understand that Mirex Inc. will be installed as
Consultant Project Manager on the proposed, modern hydroelectric
dam, to be constructed at Twenty One Mile Canyon within the
ranch complex, and that upon successful funding being achieved
and construction contract being executed, Mirex Inc. will be
entitled to add fees equal to 7.5% of any base contract price.
/s/ G. E, Colley SEAL OF THE
HE Graeme E, Colley, General Grand Consul (U. K.) KNIGHTS OF
SEAL OF THE ORDER OF ST JOHN MALTA
