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
to be so registered which 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
Background
Mirex, Inc. (the "Company") is a Nevada corporation
formed on February 28, 1986. The Company's offices
are located at 8452 Boseck Drive, Unit 272, Las
Vegas, Nevada 89145; (702) 228-4688. The Company
operates on the calendar fiscal year. Currently, the
Company has only the principals as employees, and
they will be the only employees for the foreseeable
future.
Mirex, Inc., a Nevada Corporation, has been given
the opportunity to enter 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.
These ranches are more fully described in this
business plan under the heading Ranch Overview.
Mirex intends to arrange financing in the amount of
$125,000,000 (One Hundred Twenty-five Million USD)
for Xaxon Immobilien und Anlagen Consult GmbH to
acquire the Thousand Springs Ranches and begin their
development. For arranging the financing, Mirex
will be paid a fee equal to three and one-half
percent of the total loan amount. This fee will
equate to approximately $4,375,000 (Four Million
Three Hundred Seventy-five Thousand USD).
The Thousand Springs Ranch sits on a natural
aquifer, which recharges itself at a rate of seventy
to eighty thousand acre-feet of water annually. The
ranch and its natural water rights, two hundred and
forty thousand-acre feet of water, are usable
annually. The intended agreement between Mirex and
Xaxon Immobilien und Anlagen Consult GmbH will
additionally name Mirex as the Project Manager. As
the Project Manager, Mirex will assist in the
development of a state of the art hydroelectric dam
at Twenty One-Mile Canyon on the Thousand Springs
Ranch. During its years of international
consulting, Mirex developed associations with
Bechtel Civil and Minerals, San Francisco, Hochtief,
Essen, Germany and the Tyssen Companies of
Frankfurt, Germany. These companies are all capable
of constructing the hydroelectric dam on the Ranch.
Mirex will submit the construction of the dam to
these companies on a design and build basis and will
accept bids from each of them. The successful
bidder will name Mirex as the Project Manager and
Mirex will be entitled to add to the base contract
an amount equal to seven and one-half percent for
the Project Management Fees.
The completed hydroelectric dam will be able to sell
the electricity generated by the dam onto an
electrical grid that supplies the seven Western
States, Washington, Oregon, California, Idaho,
Nevada, Utah and Arizona. Mirex has the exclusive
rights to negotiate and market the electricity
generated from the hydroelectric dam and will be
paid a brokerage fee.
The water located on the ranch will be pumped into a
reservoir that will be created behind the
hydroelectric dam. From the reservoir, the water
will be used for the needs of the ranch and for
irrigation of the alfalfa fields through subsurface
irrigating systems. The reservoir is located in
some of the most beautiful mountainous landscape in
Northeastern Nevada. The Agreement between Mirex,
Inc. and Xaxon Immobilien und Anlagen Consult GmbH
will authorize Mirex to develop, as the Project
Manager, a resort area adjacent to the reservoir. In
the winter the resort will offer skiing on snow
packs comparable to Aspen, or Snow Bird in Colorado
and during the summer families can enjoy swimming,
water skiing and all activities associated with a
lake environment, Lake Tahoe, Lake Mead etc.
Xaxon Immobilien und Anlagen Consult GmbH intends to
market a portion of the Water Rights from the ranch.
Mirex will be given the opportunity to be granted
the first right of refusal to acquire the water
rights that the ranch will market at a price of
$2,000 (two thousand dollars) per acre-foot. Water
Rights in this area could be sold to mining
operations located in the Carlen Mining District at
prices ranging from two thousand five hundred to
three thousand dollars per acre-foot thus proving to
be a very lucrative contract for Mirex.
Plan of Operation - General
Mirex Inc., intends to raise enough capital to
finance the negotiations and necessary fees for
legal representation while acquiring the necessary
financing for Xaxon Immobilien und Anlagen Consult
GmbH to purchase the Thousand Springs Ranches. From
the brokerage fees received, Mirex will have
sufficient funds to support the subsequent portions
of its agreement with Xaxon Immobilien und Anlagen
Consult GmbH. As each of these projects is
completed, Mirex will realize substantial profits.
The Company's plan is investigate and, if such
investigation warrants, acquire an interest in one
or more business opportunities presented to it by
persons or firms who or which desire to seek the
perceived advantages of a publicly held corporation.
At this time, the Company has no plan, proposal,
agreement, understanding or arrangement to acquire
or merge with any specific business or company, and
the Company has not identified any specific business
or company for investigation and evaluation. No
member of Management or promoter of the Company has
had any material discussions with any other company
with respect to any acquisition of that company.
The Company will not restrict its search to any
specific business, industry or geographical
location, and the Company may participate in a
business venture of virtually any kind or nature.
The discussion of the proposed business under this
caption and throughout this Registration Statement
is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited
discretion to search for and enter into potential
business opportunities.
The Company's potential success is heavily dependent
on the Company's management, which will have
virtually unlimited discretion in searching for and
entering into a business opportunity. None of the
officers and directors of the Company has had any
experience in the proposed business of the Company.
Management anticipates that it will only participate
in one potential business venture. This lack of
diversification should be considered a substantial
risk in investing in the Company because it will not
permit the Company to offset potential losses from
one venture against gains from another.
The Company may seek a business opportunity with a
firm, which only recently commenced operations, or a
developing company in need of additional funds for
expansion into new products or markets. The Company
may seek to develop a new product or service, or
acquire an established business which may be
experiencing financial or operating difficulties and
is in the need for additional capital which is
perceived to be easier to raise by a public company.
In some instances, a business opportunity may
involve the acquisition or merger with a corporation
which does not need substantial additional cash but
which desires to establish a public trading market
for its common stock.
The Company may purchase assets and establish wholly
owned subsidiaries in various business or purchase
an existing businesses as subsidiaries.
The Company anticipates that the selection of a
business opportunity in which to participate will be
complex and extremely risky. Because of general
economic conditions, rapid technological advances
being made in some industries, and shortages of
available capital, management believes that there
are numerous firms seeking the benefits of a
publicly traded corporation. Such perceived
benefits of a publicly traded corporation may
include facilitating or improving the terms on which
additional equity financing may be sought, providing
liquidity for the principals of a business, creating
a means for providing incentive stock options or
similar benefits to key employees, providing
liquidity (subject to restrictions of applicable
statutes) for all shareholders, and other factors.
Potentially available business opportunities may
occur in many different industries and at various
stages of development, all of which will make the
task of comparative investigation and analysis of
such business opportunities extremely difficult and
complex.
As is customary in the industry, the Company may pay
a finder's fee for locating an acquisition prospect.
If any such fee is paid, it will be approved by the
Company's Board of Directors and will be in
accordance with the industry standards. Such fees
are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the
amount involved. Such fees are typically in the
range of 5% on a $1,000,000 transaction ratably down
to 1% in a $4,000,000 transaction. Management has
adopted a policy that such a finder's fee or real
estate brokerage fee could, in certain
circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such
person plays a material role in bringing a
transaction to the Company.
As part of any transaction, the acquired company may
require that Management or other stockholders of the
Company sell all or a portion of their shares to the
acquired company, or to the principals of the
acquired company. It is anticipated that the sales
price of such shares will be lower than the current
market price or anticipated market price of the
Company's Common Stock. The Company's funds are not
expected to be used for purposes of any stock
purchase from insiders. The Company shareholders
will not be provided the opportunity to approve or
consent to such sale. The opportunity to sell all or
a portion of their shares in connection with an
acquisition may influence management's decision to
enter into a specific transaction. However,
management believes that since the anticipated sales
price will be less than market value, that the
potential of a stock sale by management will be a
material factor on their decision to enter a
specific transaction.
The above description of potential sales of
management stock is not based upon any corporate by-
law, shareholder or board resolution, or contract or
agreement. No other payments of cash or property
are expected to be received by Management in
connection with any acquisition.
The Company has not formulated any policy regarding
the use of consultants or outside advisors, but does
not anticipate that it will use the services of such
persons.
The Company has insufficient capital with which to
provide the owners of business opportunities with
any significant cash or other assets. However,
management believes the Company will offer owners of
business opportunities the opportunity to acquire a
controlling ownership interest in a public company
at substantially less cost than is required to
conduct an initial public offering. The owners of
the business opportunities will, however, incur
significant post-merger or acquisition registration
costs in the event they wish to register a portion
of their shares for subsequent sale. The Company
will also incur significant legal and accounting
costs in connection with the acquisition of a
business opportunity including the costs of
preparing post-effective amendments, Forms 8-K,
agreements and related reports and documents
nevertheless, the Officers and directors of the
Company have not conducted market research and are
not aware of statistical data which would support
the perceived benefits of a merger or acquisition
transaction for the owners of a business
opportunity.
The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to
unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities
for possible acquisition 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.
The Company will seek a potential business
opportunity from all known sources, but will rely
principally on personal contacts of its officers and
directors as well as indirect associations between
them and other business and professional people. It
is not presently anticipated that the Company will
engage professional firms specializing in business
acquisitions or reorganizations.
The officers and directors of the Company are
currently employed in other positions and will
devote only a portion of their time (not more than
one hour per week) to the business affairs of the
Company, until such time as an acquisition has been
determined to be highly favorable, at which time
they expect to spend full time in investigating and
closing any acquisition for a period of two weeks.
In addition, in the face of competing demands for
their time, the officers and directors may grant
priority to their full-time positions rather than to
the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the
officers and directors of the Company (see
"Management"). Management intends to concentrate on
identifying prospective business opportunities,
which may be brought to its attention through
present associations with management. In analyzing
prospective business opportunities, management will
consider such matters as the available technical,
financial and managerial resources. Working capital
and other financial requirements will be required.
Their history of operation, if any, prospects for
the future and any present and expected competition.
The quality and experience of management services
which may be available and the depth of that
management; the potentials for further research,
development or exploration. Specific risk factors
not now foreseeable but which then may be
anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the
potential for profit; the perceived public
recognition or acceptance of products, services or
trades; name identification; and other relevant
factors. Officers and directors of each Company
will meet personally with management and key
personnel of the firm sponsoring the business
opportunity as part of their investigation. To the
extent possible, the Company intends to utilize
written reports and personal investigation to
evaluate the above factors. The Company will not
acquire or merge with any company for which audited
financial statements cannot be obtained.
It may be anticipated that any opportunity in which
the Company participates will present certain risks.
Many of these risks cannot be adequately identified
prior to selection of the specific opportunity, and
the Company's shareholders must, therefore, depend
on the ability of management to identify and
evaluate such risk. In the case of some of the
opportunities available to the Company, it may be
anticipated that the promoters thereof have been
unable to develop a going concern or that such
business is in its development stage in that it has
not generated significant revenues from its
principal business activities prior to the Company's
participation. There is a risk, even after the
Company's participation in the activity and the
related expenditure of the Company's funds, that the
combined enterprises will still be unable to become
a going concern or advance beyond the development
stage. Many of the opportunities may involve new
and untested products, processes, or market
strategies, which may not succeed. The Company and,
therefore, its shareholders will assume such risks.
The Company will not restrict its search for any
specific kind of business, but may acquire a
venture, which is in its preliminary or development
stage, which is already in operation, or in
essentially any stage of its corporate life. It is
currently impossible to predict the status of any
business in which the Company may become engaged, in
that such business may need additional capital, may
merely desire to have its shares publicly traded, or
may seek other perceived advantages which the
Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular
business acquisition, the Company may become a party
to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with
another corporation or entity. It 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 the
Company will not be in control of the Company. In
addition, a majority or all of the Company's
officers and directors may, as part of the terms of
the acquisition transaction, resign and be replaced
by new officers and directors without a vote of the
Company's shareholders.
It is anticipated that any securities issued in any
such reorganization would be issued in reliance on
exemptions from registration under applicable
Federal and state securities laws. In some
circumstances, however, as a negotiated element of
this transaction, the Company may agree to register
such securities at the time the transaction is
consummated, under certain conditions or at a
specified time thereafter. The issuance of
substantial additional securities and their
potential sale into any trading market, which may
develop in the Company's Common Stock, may have a
depressive effect on such market. While the actual
terms of a transaction to which the Company may be a
party 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
and thereby structure the acquisition in a so called
"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. In
such event, the shareholders of the Company,
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 such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect
material facilities, obtain independent analysis or
verification of certain information provided, check
reference of management and key personnel, and take
other reasonable investigative measures, to the
extent of the Company's limited financial resources
and management expertise.
The manner in which each Company participates in an
opportunity will depend on the nature of the
opportunity, the respective needs and desires of the
Company and other parties, the management of the
opportunity, and the relative negotiating strength
of the Company and such other management.
With respect to any mergers or acquisitions,
negotiations with target company management will be
expected to focus on the percentage of the Company
which target company shareholders would acquire in
exchange for their shareholdings in the target
company. Depending upon, among other things, the
target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The
percentage ownership may that be subject to
significant reduction in the event the Company
acquires a target company with substantial assets.
Any merger or acquisition effected by the Company
can be expected to have a significant dilative
effect on the percentage of shares held by the
Company's then shareholders, including purchasers in
this offering.
The Company will not have sufficient funds to
undertake any significant development, marketing and
manufacturing of any products which may be acquired.
Accordingly, following the acquisition of any such
product, the Company will, in all likelihood, be
required to either seek debt or equity financing or
obtain funding from third parties, in exchange for
which the Company would probably be required to give
up a substantial portion of its interest in any
acquired product. There is no assurance that the
Company will be able either to obtain additional
financing or interest third parties in providing
funding for the further development, marketing and
manufacturing of any products acquired.
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
therefore incurred in the related investigation
would not be recoverable. Furthermore, 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 the Company of the related costs incurred.
Management believes that the Company 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, the
Company would be required to use less of its
available funds for acquiring the business
opportunity and, therefore, 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.
If the business opportunity acquired is not able to
generate sufficient revenues to make payments on the
debt incurred by the Company to acquire that
business opportunity, the lender would be able to
exercise the remedies provided by law or by
contract. These leveraging techniques, while
reducing the amount of funds that the Company must
commit to acquiring a business opportunity, may
correspondingly increase the risk of loss to the
Company. No assurance can be given as to the terms
or the availability of financing for any acquisition
by the Company. No assurance can be given as to the
terms or the availability of financing for any
acquisition by the Company. During periods when
interest rates are relatively high, the benefits of
leveraging are not as great as during periods of
lower interest rates because the investment in the
business opportunity held on a leveraged basis will
only be profitable if it generates sufficient
revenues to cover the related debt and other costs
of the financing. Lenders from which the Company
may obtain funds for purposes of a leveraged buy-out
may impose restrictions on the future borrowing,
distribution, and operating policies of the Company.
It is not possible at this time to predict the
restrictions, if any, which lenders may impose or
the impact thereof on the Company.
Competition
The Company is an insignificant participant among
firms that 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
the Company. In view of the Company's limited
financial resources and management availability, the
Company will continue to be a significant
competitive disadvantage vis-a-vis the Company's
competitors.
Regulation and Taxation
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 the Company does not intend to
engage in such activities, the Company could become
subject to regulation under the Investment Company
Act of 1940 in the event the Company obtains or
continues to hold a minority interest in a number of
development stage enterprises. The Company could
be expected to incur significant registration and
compliance costs if required to register under the
Investment Company Act of 1940. Accordingly,
management will continue to review the Company's
activities from time to time with a view toward
reducing the likelihood the Company could be
classified as an "investment company."
The Company intend to structure a merger or
acquisition in such manner as to minimize Federal
and state tax consequences to the Company and to any
target company.
Employees
The Company'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.
(See "Management").
Item 2. Management's Discussion and Analysis or
Plan of Operation
See "Business" above.
Item 3. Description of Property
The Company has the use of a limited amount of
office space from Mr. Eslick, a director and
officer, at no cost. The Company 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 Company common stock
by those persons beneficially holding more than 5%
of the Company capital stock, by the Company's
directors and executive officers, and by all of the
Company's directors and executive officers as a
group. The address of each person is in care of the
Company.
Title of Name of Amount and Percent
Class Beneficial Nature of of Class
Owner (1) Beneficial
Owner (2)
Common
Stock Lewis M. Eslick 100,000 9.804%
Common
Stock Leslie B. Eslick 100,000 9.804%
Common
Stock Patsy L. Harting 80,000 7.843%
Common
Stock Howard Stiebel 80,000 7.843%
Common
Stock Kathryn Stiebel 80,000 7.843%
Common
Stock Paul J. C. Eslick 90,000 8.824%
Common
Stock Thelma L. Murphy 80,000 7.843%
Common
Stock Darryl L. Murphy 80,000 7.843%
Common
Stock Milton Sills 80,000 7.843%
Common
Stock Darrel C. Apel 80,000 7.843%
Common
Stock Marice A. Lindberg 90,000 8.824%
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 the Company
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 59 Treasurer/Director
14133 Elmira Circle
Magalia, CA 95954
Lewis Eslick.
Mr. Eslick, age 61. 1997 - Present: Mr. Eslick has
been a Director and Officer of the issuer since its
inception February 28, 1986. Since August of 1995
he has been an owner and served as Geschaeftsfuehrer
(Managing Director) of Xaxon Immobilien und Anlagen
Consult GmbH. Under Mr. Eslick's direction the
company was awarded full 34-C License, which allows
every business except banking operations. The
Company consults with major development companies of
the European Economic Community and the United
States.
Prior to that 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) which led to ticket-less
travel.
From 1986 to 1993 he was Chief Executive Officer of
Mirex, Inc. While serving as President of this
International Consulting Firm, he was responsible
for several successful negotiations on behalf of
Bechtel Engineering and Minerals including the
following:
Assisting with the location of financing for
construction of a twelve-berth harbor to accommodate
ocean cargo vessels of up to 50,000 DWT located at
Mawan Harbor, at the mouth of the Pearl River.
Assisting with the location of financing for
construction of the Shenzhen Petro-Chemical Refinery
with an operating capacity of 68,000 barrels per
day.
Arranged financing for the Mawan Port Facility with
the assistance of Triad Enterprises S.A., Banco
Arabe de Espanole, secured a Bank Commitment in the
amount of $375,000,000 USD with very favorable
interest rates and set off payments of the principal
for the projects.
Negotiated an Industrial Development Revenue Bond
with the State of Nevada on behalf on Mirex, Inc. in
the amount of $12,000,000 USD for special projects.
From 1983 to 1986 Mr. Eslick conceptualized and
delivered to E.F. Hutton the plan for what is now
known as Reservoir Inadequacy Insurance. The methods
by which investors are protected against inadequate
oil reserves or dry wells. Developed and co-
authored with Lloyds of London, the syndication that
backed the policies.
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 he served as the Managing Director
of Interface lndrocarbuare, Inc. S.A. A Corporation
with offices in Geneva, Switzerland, and
Konigswinter, West Germany that actively traded in
the international spot oil market.
From 1955 to 1958 he served in the US Navy as an
Aviation Electronics Technician. Honorable
Discharge.
Attended and graduated High school in Marysville,
California.
Leslie B. Eslick
1995 - Present: Vice President (Geschaeftsfuehrina)
Xaxon Immobilien und Anlagen Consult GmbH: Xaxon
Immobilien und Anlagen Consult GmbH holds a full 34-
C License and is registered in Bad Homburg v.d.H
under HRB 5420. The executive management conducted
an extensive study of world markets, which had
opened as a result of the unification of the
European Economic Community. Through various
relationships with companies in the United States,
Europe and the Middle East, Xaxon hoped to take
advantage of opportunities created by the EEC.
The re-unification of Germany and the strength of
the Deutsche Mark and the fact that Frankfurt was
swiftly becoming the economic center for the
European community led to the establishment of
corporate headquarters in Germany.
1993 - 1995: Vice President and Secretary of Travel
Masters and other Travel related companies. Travel
Masters entered the 300 Billion Travel Industry to
establish a central reservation complex to replace
Airline City Ticketing Offices. The company formed
key associations with Electronic Ticket Delivery
Networks (ETDN) with the intention of developing an
entity that would a capture significant market
share. Leading industry analysts agreed that Travel
Master's business format could be the industrial
basis for the future of the Travel Industry. The
company is currently working on various aspects of
its business plan.
1986 - 1993: Vice President and Secretary of Mirex,
Inc. While serving as Vice President of this
International Consulting Firm, assisted in
successful negotiations on behalf of Bechtel
Engineering and Minerals on the following projects;
The Mawan Harbor Project at the mouth of the Pearl
River. This consisted of a twelve-berth harbor to
accommodate ocean cargo vessels of up to 50,000 DWT.
This contract was awarded at a price of $1
91,000,000 USD for the cost of completion.
The Shenzhen Petro-Chemical Refinery with an
operating capacity of 68,000 barrels per day. This
contract was awarded at a price of $1 84,000,000 USD
for the cost of completion.
The Mawan Port Facility financing with the
assistance of Triad Enterprises S.A., Villars Sur
Glane, Switzerland, through Banco Arabe de Espanole,
secured a Bank Commitment in the amount of
$375,000,000 USD with very favorable interest rates
and set off payments of the principal for the
projects.
An Industrial Development Revenue Bond was
negotiated with the State of Nevada on behalf on
Mirex, Inc. in the amount of $12,000,000 USD for
special projects.
1983 - 1986: Worked with Mr. Eslick in the
conceptualization for what is now known as Reservoir
Inadequacy Insurance, a method by which investors
would be protected against inadequate oil reserves
or dry wells.
1979 - 1981: Interface lndrocarbuare, Inc. S.A.
Served as Assistant Managing Director of the
Corporation with offices in Geneva, Switzerland, and
Konigswinter, West Germany. The company actively
traded in the international spot oil market.
Assisted in the negotiations for Charter Party crude
oil shipments and required insurance coverage.
Assisted in negotiating agreements and shipping
contracts for both waterborne and pipeline sales
with wholesale distributors.
1974 - 1978: Buyer. Buyer for Ladies and Children
wear for Sherwood Swans stores in the San Francisco
bay area.
Education: Attended the University of California at
Berkley.
Patsy Harding
Patsy Harding, Age 59. 1996 to present Mrs. Harting
is 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.
Prior to that, during the years from 1983 until
1996, Mrs. Harting was the owner of PJ's Red Onion a
very successful restaurant located at 6047 Clark
Road, Paradise California. She operated a thriving
business and supplied Specialty Pies to the largest
restaurants in Chico and Orville California for over
twelve years. Mrs. Harting sold her business
interests in the early part of 1996.
Mrs. Harting has never served as an Officer or
Director of any Publicly traded Company.
Education: Nurses Training, Oakland, California and
Doctors Office Assistant, Oakland California.
Item 6. Executive Compensation
No compensation is paid or anticipated to be paid by
the Company until an acquisition is made.
On acquisition of a business opportunity, current
management may resign and be replaced by persons
associated with the business opportunity acquired,
particularly if the Company participates in a
business opportunity by effecting a reorganization,
merger or consolidation. If any member of current
management remains after effecting a business
opportunity acquisition, that member's time
commitment will likely be adjusted based on the
nature and method of the acquisition and location of
the business which cannot be predicted. The new
board of directors will determine compensation of
management, and shareholders of the Company will not
have the opportunity to vote on or approve such
compensation.
Directors currently receive no compensation for
their duties as directors.
Item 7. Certain Relationships and Related
Transactions
Not Applicable.
Item 8. Description of Securities
Common Stock
The Company'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, if any, as may be declared, from time to
time by the Board of Directors in its desertion,
from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of
the Company, 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
The Company does not have any Preferred Stock.
Shares Eligible for Future Sale
The outstanding shares of the Company along with an
additional 3,980,00 have 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.
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 the Company 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 such shares that does not exceed the
greater of 1% of the then outstanding shares of the
Company's Common Stock (approximately 60,000 shares)
or the average weekly trading volume in the
Company's Common Stock during the four calendar
weeks immediately preceding such 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 such 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
the Company in the public market could adversely
affect prevailing market prices.
PART II
Item 1. Market Price of and Dividends on the
Registrant's Common Equity and Other Shareholder
Matters.
(a) Market Information
The Company'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 the Company will seek to be listed on
the NASD OTC Electronic Bulletin Board sponsored by
the National Association of Securities Dealers, Inc.
(b) Holders
As of September 15, 1999, there were 12 holders of
Company's common stock.
(c) Dividends
The Company has not paid any dividends on its common
stock. The Company currently intends to retain any
earnings for use in its business, and therefore does
not anticipate paying cash dividends in the
foreseeable future.
Item 2. Legal Proceedings
Not applicable.
Item 3. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
Not applicable.
Item 4. Recent Sales of Unregistered Securities
Not applicable.
Item 5. Indemnification of Directors and Officers
The Company 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 the Company'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, however,
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
in violation of Nevada law. Further, 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 the Company 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:
Independent Auditor's Report
Balance Sheets at June 15, 1999, December 31, 1998
and December 31, 1997 Statement of Operations for
the three years ended June 15, 1999 Statement of
Stockholders' Equity, Statement of Cash Flows for
the three years ended June 15, 1999 notes to
Financial Statements
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form
1-A are filed herewith:
Exhibit No. Document Description
1 Audited Financial Statements
2 Articles of Incorporation (1)
2.1 Amendment to Articles of
Incorporation (1)
2.2 Bylaws (1)
3 Instruments defining the rights of
security holders
Not Applicable
5 Voting Trust Agreement
Not Applicable
6 Material Contracts
Not Applicable
7 Material Foreign Patents
Not Applicable
Item 2. Description of Exhibits.
See Item 1.
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: September 15, 1999
BEPARIKO BIOCOM
By:/s/
Lewis M. Eslick
Lewis M. Eslick
President
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 July 16, 1999
Mirex, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of
Mirex, Inc. (A Development Stage Company), as of
June 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 June 30, 1999, and the two years
ended December 31, 1998, and December 31, 1997, and
the period February 28, 1986 (inception) to June 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 June 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 June
30, 1999, and the two years ended December 31, 1998,
and December 31, 1997, and the period February 28,
1986 (inception) to June 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.
___________________________
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
June 30 December December
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
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30 December December
1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances
(Note #5) $ 800 $ 700 $ 600
TOTAL CURRENT
LIABILITIES $ 800 $ 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
1,020,000 shares
December 31, 1998 $ 1,020
1,020,000 shares
June 30, 1999 -
1,020,000 shares $ 1,020
Additional
Paid-In Capital 401,231 401,231 401,231
Deficit accumulated
during
Development stage -403,051 -402,951 -402,851
TOTAL STOCKHOLDERS'
EQUITY -800 -700 -600
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 0 0 0
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan 1 Year Year Feb 28, 1986
1999 to Ended Ended (Inception)
June 30 Dec 31 Dec 31 to June 30
1999 1998 1997 1999
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling
and
Administrative 100 100 100 10,211
TOTAL EXPENSES $ 100 $ 100 $100 $10,211
NET PROFIT/LOSS
(-)
FROM OPERATIONS $ -100 $ -100 $ -100 $-10,211
Loss on sale
of stock 0 0 0 -392,840
Net Income/Loss
(-) $-100 $ -100 $ -100 $-403,051
Net Profit/Loss
(-)per
weighted share
(Note 1) $ .0001 $ .0001 $ .0001 $ -.3951
Weighted
average Number
of common
shares
outstanding 1,020,000 1,020,000 1,020,000 1,020,000
See accompanying notes to financial statements &
audit report
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
June 30 1999 -100
Balance
June 30
1999 1,020,000 $ 1,020 $401,231 $-403,051
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan 1 Year Year Feb.28,1986
1999 to Ended Ended (Inception)
June 30 Dec 31 Dec 31 to June 30
1999 1998 1997 1999
Cash Flows from
Operating
Activities
Net Loss $-100 $-100 $-100 $-403,051
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 +100 +100 +100 + 800
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
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 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 June 30, 1999.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
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 June 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.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
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.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
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.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
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.
To Whom It May Concern: July 16, 1999
The firm of Barry L. Friedman, P.C., Certified
Public Accountant consents to the inclusion of their
report of July 16, 1999, on the Financial Statements
of Mirex, Inc., as of June 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,
___________________________
Barry L. Friedman
Certified Public Accountant
EXHIBIT 2
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 ~f 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.
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.
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
February28, 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 2.1
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
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")
Powers and Rights of Common Stock
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;
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;
Dividends and Distributions
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;
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;
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;
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.
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.
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.
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 2.2
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.
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:______________________________
Lewis M. Eslick, President
