U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS Under Section 12 (b)or(g)
of the Securities Exchange Act of 1934
BRENEX OIL CORPORATION
------------------------
(Name of Small Business Issuer as specified in its charter)
UTAH 87-0666021
---- -----------
(State or other jurisdiction of (Employer I.D. No.)
organization)
90 South 100 West #205
St. George UT 84771
-----------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (435) 628-0046
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
to be registered each class is registered
NONE NONE
Securities registered pursuant to Section 12 (g) of the Exchange Act:
$0.0001 Par Value Common Voting Stock
------------------------------------
Title of Class
Documents Incorporated by Reference:
None.
<PAGE>
Part I
Item 1. Description of Business.
---------------------------------
Business Development.
---------------------
Organization, Charter Amendments and General History
----------------------------------------------------
Brenex Oil Corp., a Utah corporation (the "Company"), formerly Desert Automotive
Research, Inc., was incorporated under the laws of the State of Utah on August
9, 1977. On September 1, 1981, the Company's directors amended the Articles of
Incorporation to change the name to Brenex Oil Corporation. On February 6, 2000,
the Company's directors amended the Articles of Incorporation to change the par
value of the common stock from $.01 to $.0001. Copies of the Company's Articles
of Incorporation, Articles of Amendments to the Articles of Incorporation and
Bylaws are attached hereto and are incorporated herein by reference. See the
Index to Exhibits, Part III, Item 1.
Public Offering
---------------
The Company filed a Registration Statement by qualification with the State of
Utah, Division of Securities (the "Division"), on October 31, 1977. The
Registration Statement was declared effective by the Division on November 31,
1978. Following, the Company submitted an application for secondary trading and
it was declared effective by the Division.
Material Changes of Control Since Inception and Related Business History
------------------------------------------------------------------------
The Company currently has one beneficial holders, Cecil C. Wall, who owns 73% of
its outstanding common stock See the caption, "Security Ownership of Certain
Beneficial Owners and Management," Item 4.
On November 11, 1999, Rick Anthony was appointed as a director of the Company.
On November 11, 1999, Cecil D. R. Wall, the Company's Director resigned. On
November 11, 1999, Kimberly Hacking, the Company's Director resigned. On
November 23, 1999, Alycia Anthony was appointed as a director of the Company.
On November 25, 1999, Alycia Anthony was elected President, Cecil C. Wall was
elected Vice President and Rick Anthony was elected Secretary. The Company's
officers were elected by the entire membership of the directors.
Sales of "unregistered" and "restricted" securitites over the past three years.
--------------------------------------------------------------------------------
On December 1, 2000, the Company issued 1,000,000 shares pursuant to Rule 701 of
Securities Act of 1933. These shares were issued to two of the Company's
consultants, in accordance with a written compensation plan adopted by the Board
of Directors for services in the amount of $1,000, rendered to the Company,
issued at $.001 per share.
<PAGE>
Business.
---------
The Company was organized by the directors principally for the purpose of
engaging in any lawfull activity. In September of 1981, the Company began
pursuing opportunities in the development and production of oil well facilities
including entering into leases and partnerships and acting as general partner of
ventures. These operations proved to be unsuccessful and ended over ten years
ago, and since there have been no further operations. Other than the
above-referenced matters and seeking and investigating potential assets,
property or businesses to acquire, the Company has had no material business
operations for over ten years. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has no assets and conducts no material business,
management anticipates that any such venture would require it to issue shares of
its common stock as the sole consideration to acquire the venture. This may
result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business activity and
has no plans to engage in any such activity in the foreseeable future. In its
present form, the Company may be deemed to be a vehicle to acquire or merge with
a business or company. The Company does not intend to restrict its search to any
particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80% and 95% of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
Although the Company has not communicated with any other entity with respect to
any potential merger or acquisition transaction, management has determined to
file this Registration Statement on a voluntary basis. In order to have stock
quotations for its common stock on the National Association of Securities
Dealers' Automated Quotation System ("NASDAQ"), an issuer must have such
securities registered under the Securities and Exchange Act of 1934, as amended
(the "1934 Act"). Upon the effective date of this Registration Statement, the
Company's common stock will become registered for purposes of the 1934 Act.
Management believes that this will make the Company more desirable for entities
that may be interested in engaging in a merger or acquisition transaction. To
the extent that management deems it advisable or necessary to obtain a quotation
of its common stock on any securities market, the Company will voluntarily file
periodic reports in the event its obligation to file such reports is terminated
under the 1934 Act. Further, the National Association of Securities Dealers,
Inc. (the "NASD") requires that all "non-reporting" companies whose shares of
common stock are quoted on the NASD's OTC Bulletin Board be dropped. The company
is not currently listed on the OTC Bulletin Board.
In the event that the Company engages in any transaction resulting in a change
of control of the Company and/or the acquisition of a business, the Company will
be required to file with the Commission a Current Report on Form 8-K within 15
days of such transaction. A filing on Form 8-K also requires the filing of
audited financial statements of the business acquired, as well as pro forma
financial information consisting of a pro forma condensed balance sheet, pro
forma statements of income and accompanying explanatory notes.
<PAGE>
Management intends to consider a number of factors prior to making any decision
as to whether to participate in any specific business endeavor, none of which
may be determinative or provide any assurance of success. These may include, but
will not be limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and experience of
its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically related
to its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.
Regardless, the results of operations of any specific entity may not necessarily
be indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other factors. Further, in the
case of a new business venture or one that is in a research and development
mode, the risks will be substantial, and there will be no objective criteria to
examine the effectiveness or the abilities of its management or its business
objectives. Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such entity
will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key personnel of
the entity sponsoring any business opportunity afforded to the Company, visit
and inspect material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business opportunity; however, due
to time constraints of management, these activities may be limited.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target, the
possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest; a transaction of this type
would create a conflict of interest for such a person. Current Company policy
does not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion of
these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Any finder's fee would be negotiated once a prospective merger candidate has
been identified. Typically, a finder's fee is based upon a percentage, ranging
from 5% to 15% of the fees described above.
None of the Company's directors, executive officers or promoters, or their
affiliates or associates, has had any negotiations with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger transaction with the Company. Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.
<PAGE>
Risk Factors.
-------------
In any business venture, there are substantial risks specific to the particular
enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
No Assets; No Source of Revenue
-------------------------------
The Company has no assets and has had no revenue for over five years or to
the date hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. Money is being forwarded
to the Company, for expensesby a shareholder of the Company. See the heading
"Limited Funds." The Company can provide no assurance that any acquired business
will produce any material revenues for the Company or its stockholders or that
any such business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company.
-----------------------------------------------------
Because the Company is not currently engaged in any substantive business
activities, as well as management's broad discretion with respect to the
acquisition of assets, property or business, the Company may be deemed to be a
"blank check" company. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
----------------------------------------------------------------------
Because the Company has not yet identified any assets, property or business that
it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
------------------------------------------------------------------
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may acquire. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition
----------------------------------
Management has had no preliminary contact or discussions regarding, and there
are no present plans, proposals or arrangements to acquire any specific assets,
property or business. Accordingly, it is unclear whether such an acquisition
would take the form of an exchange of capital stock, a merger or an asset
acquisition. However, because the Company has virtually no resources as of the
date of this Registration Statement, management expects that any such
acquisition would take the form of an exchange of capital stock. See Part I,
Item 2.
<PAGE>
Potential Dilution
------------------
The Company is authorized to issue 50,000,000 shares of common stock. As of
December 1, 2000, only 16,003,951 shares were issued and outstanding. The
issuance of additional shares in connection with any reorganization transaction
or the raising of capital may result in substantial dilution of the holdings of
current stockholders.
Limited Funds Available for Operating Expenses
----------------------------------------------
The Company currently has no assets. As a result, all funding necessary to meet
the Company's operating expenses in the next 12 months will likely be advanced
by management or principal stockholders as loans to the Company. See the heading
"Plan of Operation" of the caption "Management's Discussion and Analysis or Plan
of Operation," Part I, Item 2.
Lack of Public Information Regarding Acquisition
------------------------------------------------
As of the date of this Registration Statement, the Company has not
identified any potential merger or acquisition candidates. The Company does not
intend to limit its search to any particular business or industry. Stockholders
will not have access to any information about any such candidate until such time
as a transaction is completed and the Company files a Current Report on Form 8-K
disclosing the nature of such transaction.
State Restrictions on "Blank Check" Companies
----------------------------------------------
Approximately 36 states prohibit or substantially restrict the registration and
sale of "blank check" companies within their borders. Additionally, 36 states
use "merit review powers" to exclude securities offerings from their borders in
an effort to screen out offerings of highly dubious quality. See paragraph 8221,
NASAA Reports, CCH Topical Law Reports, 1990. Although it has no present plans
to register or qualify its securities in any state, the Company intends to
comply fully with all state securities laws, and plans to take the steps
necessary to ensure that any future offering of its securities is limited to
those states in which such offerings are allowed. However, while the Company has
no substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of regulating
states.
By regulation or policy statement, several states place various restrictions on
the sale or resale of equity securities of "blank check" or "blind pool"
companies. These restrictions include, but are not limited to, heightened
disclosure requirements, exclusion from "manual listing" registration exemptions
for secondary trading privileges and outright prohibition of public offerings of
such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not eligible
for participation in the Small Corporate Offering Registration ("SCOR") program,
which permits an issuer to notify the Securities and Exchange Commission of
certain offerings registered in such states by filing a Form D under Regulation
D of the Commission. The majority of states have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations will be to
place significant restrictions on the Company's ability to register, offer and
sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States. These restrictions
should cease once and if the Company acquires a venture by purchase,
reorganization or merger, so long as the business operations succeeded to
involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the Company.
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Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business operations, the members of management
anticipate that they will devote an insignificant amount of time to the
activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.
<PAGE>
Conflicts of Interest; Related Party Transactions.
--------------------------------------------------
Although the Company has not identified any potential acquisition target, the
possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Such a transaction may occur
if management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A transaction
of this nature would present a conflict of interest to those parties with a
managerial position and/or an ownership interest in both the Company and the
acquired entity, and may compromise management's fiduciary duties to the
Company's stockholders. An independent appraisal of the acquired company may or
may not be obtained in the event a related party transaction is contemplated.
Furthermore, because management and/or beneficial owners of the Company's common
stock may be eligible for finder's fees or other compensation related to
potential acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions.
Voting Control Held by The Board of Directors
---------------------------------------------
Due to the fact that one stockholder controls ownership of a majority of the
shares of the Company's outstanding common stock (approximately 73% of the
outstanding voting securities of the Company), this stockholder has the ability
to elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders. See the caption
"Security Ownership of Certain Beneficial Owners and Management," Part II, Item
4.
No Market for Common Stock; No Market for Shares.
-------------------------------------------------
Although the Company intends to submit for listing of its common stock on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the
"NASD"), there is currently no market for such shares; and there can be no
assurance that any such market will ever develop or be maintained. Any market
price for shares of common stock of the Company is likely to be very volatile,
and numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also have
an adverse effect on any market that may develop. See the caption "Recent Sales
of Unregistered Securities," Part I, Item 4.
In addition to the foregoing, in order to obtain a listing for its securities on
the OTC Bulletin Board, the Company will need to retain a broker-dealer that is
willing to act as a "market maker."
Only companies that report their current financial information to the Securities
and Exchange Commission may have their securities quoted on the OTC Bulletin
Board. Therefore, upon the effective date of this Registration Statement, the
Company may apply to have its securities quoted on the OTC Bulletin Board.
However, in the event that the Company loses this status as a "reporting
issuer," any future quotation of its common stock on the OTC Bulletin Board may
be jeopardized.
<PAGE>
Risks of "Penny Stock."
----------------------
The Company's common stock may be deemed to be "penny stock" as that term is
defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks
are stocks (i) with a price of less than five dollars per share; (ii) that are
not traded on a "recognized" national exchange; (iii) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still
meet requirement (i) above); or (iv) in issuers with net tangible assets less
than $2,000,000 (if the issuer has been in continuous operation for at least
three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
There has been no "established public market" for the Company's common stock
during the last five years. At such time as the Company completes a merger or
acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
of the Securities and Exchange Commission require broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account. Potential investors in the Company's common stock are urged to obtain
and read such disclosure carefully before purchasing any shares that are deemed
to be "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Principal Products and Services.
--------------------------------
The limited business operations of the Company, as now contemplated, involve
those of a "blank check" company. The only activities to be conducted by the
Company is to seek out and investigate the acquisition of any viable business
opportunity by purchase and exchange for securities of the Company or pursuant
to a reorganization or merger through which securities of the Company will be
issued or exchanged.
Distribution Methods of the Products or Services.
-------------------------------------------------
Management will seek out and investigate business opportunities through every
reasonably available fashion, including personal contacts, professionals,
securities broker-dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
<PAGE>
Sources and Availability of Raw Materials and Names of Principal Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
-------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
---------------------------------------------------------------
None; not applicable.
Research and Development.
-------------------------
None; not applicable.
Number of Employees.
--------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any revenues from
operations during the last ten fiscal years. The Company's plan of operation for
the next 12 months is to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders. Because the Company
has virtually no resources, management anticipates that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such venture.
During the next 12 months, the Company's only foreseeable cash requirements will
relate to maintaining the Company in good standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
may be advanced by management or principal stockholders as loans to the Company.
Because the Company has not identified any such venture as of the date of this
Registration Statement, it is impossible to predict the amount of any such loan.
However, any such loan will not exceed $25,000 and will be on terms no less
favorable to the Company than would be available from a commercial lender in an
arm's length transaction. As of the date of this Registration Statement, the
Company has not actively begun to seek any such venture.
Results of Operations.
----------------------
For the past ten years the Company has had no material operations. It has had
losses of ($0) and ($0), for the years ended October 31, 2000 and 1999,
respectively.
Liquidity.
----------
The Company had no assets during the years ended October 31, 2000 and 1999.
Item 3. Description of Property.
---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the address and telephone number of
Cecil C. Wall, and are provided at no cost. Because the Company has no current
business operations, its activities have been limited to keeping itself in good
standing in the State of Utah, and with preparing this Registration Statement
and the accompanying financial statements. These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Cecil C.
Wall, the Company's Vice President, of providing the use of its office and
telephone have been minimal.
<PAGE>
Item 4. Security Ownership of Certain Beneficial Owners and Management.
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Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the share holdings of those persons who
own more than ten percent of the Company's common stock as of the date hereof:
Number of Shares Percentage
Name Beneficially Owned of Class
---------------- ------------------ --------
Cecil C. Wall 11,740,108 73%
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
---------------- ------------------ -------------
Alycia C. Anthony 0 0%
Cecil C. Wall 11,740,108 73%
Rick R. Anthony 0 0%
TOTAL OFFICERS & DIRECTORS 11,740,108 73%
Changes in Control.
-------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
---------------------------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the name of the Company's current directors
and executive officers. This person will serve until the next annual meeting of
the stockholders (held the third Friday in August of each year) or until his
successors are elected or appointed and qualified, or his prior resignation or
termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
Alycia C. Anthony DIRECTOR & 11-25-99 *
PRESIDENT
Cecil C. Wall DIRECTOR & 04-15-98 *
VICE PRESIDENT
Rick R. Anthony DIRECTOR & 11-11-99 *
SECRETARY
* These persons presently serves in the capacities indicated.
<PAGE>
Business Experience.
--------------------
Alycia C. Anthony, President and a director is 26 years of age. Ms. Anthony
graduated from the University of Utah, in Salt Lake City. She graduated with a
bachelor of science, economics degree. Further, she received her masters in
Economics from the University of Utah. Ms. Doolin has been working as an
financial analyst with the Salt Lake Organizing Committee responsible for the
2002 Winter Olympics.
Cecil Wall, Vice President and a director is 69 years of age. Mr. Wall
attended Utah State University, in Logan Utah. He was the founder of of Altex
Oil Corp. an oil and gas company. Mr. Wall specializes and has been in the field
of oil and ga s for over the past thirty years.
Rick Anthony, Secretary and a director is 27 years of age. Mr. Anthony
graduated from the University of Utah in Salt Lake City, Utah. He graduated with
a bachelor of arts, Art degree. Mr. Anthony is currently attending the
University of Utah and is working to receive a masters in Public Administration.
Mr. Anthony is also working as a teacher in the Granite School District.
Significant Employees.
----------------------
The Company has no employees who are not executive officers.
Family Relationships.
---------------------
Other than Alycia C. Anthony and Rick R. Anthony are husband and wife, there are
no family relationships between any director or executive officer.
Involvement in Certain Legal Proceedings.
-----------------------------------------
During the past five years, no present or former director, executive officer or
person nominated to become a director or an executive officer of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
<PAGE>
Item 6. Executive Compensation.
--------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
Alycia C.
Anthony, 10/31/00 0 0 0 0 0 0 0
Director, 10/31/99 0 0 0 0 0 0 0
President
Cecil C.
Wall
Director, 10/31/00 0 0 0 0 0 0 0
Vice 10/31/99 0 0 0 0 0 0 0
President
Rick R.
Anthony, 10/31/00 0 0 0 0 0 0 0
Director, 10/31/99 0 0 0 0 0 0 0
Secretary
No cash compensation, deferred compensation or long-term incentive plan awards
were issued or granted to the Company's management during the years ended
October 31, 2000. No employee, director, or executive officer have been granted
any option or stock appreciation rights; accordingly, no tables relating to such
items have been included within this Item.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's directors are
compensated for any services provided as director. No additional amounts are
payable to the Company's directors for committee participation or special
assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
------------------------------------------------------------------------
There are no employment contracts, compensatory plans or arrangements, including
payments to be received from the Company, with respect to any director or
executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
<PAGE>
Item 7. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Certain Business Relationships.
-------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Indebtedness of Management.
---------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Parents of the Issuer.
----------------------
The company has no parents, except to the extent that its directors and
executive officers may be deemed to be parents due to their collective ownership
of 94% of the company's outstanding common stock.
Transactions with Promoters.
----------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
Item 8. Description of Securities.
-----------------------------------
Common Stock
------------
The Company has one class of securities authorized, consisting of 50,000,000
shares of $0.001 par value common voting stock. The holders of the Company's
common stock are entitled to one vote per share on each matter submitted to a
vote at a meeting of stockholders. The shares of common stock do not carry
cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire additional
shares of common stock or other securities. The common stock is not subject to
redemption rights and carries no subscription or conversion rights. All shares
of the common stock now outstanding are fully paid and non-assessable.
No Outstanding Options, Warrants or Calls
-----------------------------------------
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
No Provisions Limiting Change of Control
----------------------------------------
There is no provision in the Company's Articles of Incorporation or Bylaws that
would delay, defer, or prevent a change in control of the Company.
<PAGE>
PART II.
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
-------------------------------------------------
Related Market Information.
---------------------------
There has not been any established "public market" for shares of common stock of
the Company for over the past ten years. The Company intends to submit for
quotation of its common stock on the OTC Bulletin Board of the NASD; however,
management does not expect any public market to develop unless and until the
Company completes an acquisition, reorganization or merger. In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained. If a public market ever develops in the future, the
sale of "unregistered" and "restricted" shares of common stock pursuant to Rule
144 of the Commission by members of management may have a substantial adverse
impact on any such public market.
Holders.
--------
The number of record holders of the Company's common stock as of the date of
this Registration Statement is approximately 273.
Dividends.
----------
The Company has not declared any cash dividends with respect to its common
stock, and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and if and until the Company completes any acquisition, reorganization or
merger, no such policy will be formulated. There are no material restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its securities.
Item 2. Legal Proceedings.
--------------------------
The Company is not a party to any pending legal proceeding. To the knowledge of
management, no federal, state or local governmental agency is presently
contemplating any proceeding against the Company. No director, executive officer
or affiliate of the Company or owner of record or beneficially of more than five
percent of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
None; not applicable.
Item 4. Recent Sales of Unregistered Securities.
-------------------------------------------------
On December 1, 2000, the Company issued 1,000,000 shares pursuant to Rule 701 of
Securities Act of 1933. These shares were issued to two of the Company's
consultants, in accordance with a written compensation plan adopted by the Board
of Directors for services in the amount of $1,000, rendered to the Company,
issued at $.001 per share.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act authorizes a
Utah corporation to indemnify any director against liability incurred in any
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a director
in a proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in a proceeding in which the director was
adjudged liable on the basis that he or she improperly received a personal
benefit. Otherwise, Section 16-10a-902(5) allows indemnification for reasonable
expenses incurred in connection with a proceeding by or in the right of a
corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a
director to apply for indemnification to the court conducting the proceeding or
another court of competent jurisdiction. Section 16-10a-907(1) extends this
right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903 requires
that a corporation indemnify a director who was successful, on the merits or
otherwise, in defending any proceeding to which he or she was a party against
reasonable expenses incurred in connection therewith. Section 16-10a-907(1)
extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 16-10a-902. Unless limited by the
Articles of Incorporation, Section 16- 10a-907(2) extends this protection to
officers, employees, fiduciaries and agents of a corporation as well.
Regardless of whether a director, officer, employee, fiduciary or agent has the
right to indemnity under the Utah Revised Business Corporation Act, Section
16-10a-908 allows the corporation to purchase and maintain insurance on his or
her behalf against liability resulting from his or her corporate role.
Article V of the Company's Bylaws makes the provisions of Section 16-10a-902(1)
mandatory with respect to the indemnification of Company directors and executive
officers. See the Exhibit Index of this Registration Statement.
<PAGE>
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
--------------------
Financial Statements
October 31, 2000 (audited)
------------------------
Independent Auditors' Report
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
<PAGE>
BRENEX OIL CORPORATION
FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2000 AND 1999
AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
<TABLE>
<CAPTION>
BRENEX OIL CORPORATION
Table of Contents
<S> <C>
Independent Auditors' Report 1
Financial Statements
Statements of Financial Position 2
Statements of Operations 3
Statement of Stockholders' Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Brenex Oil Corporation
Salt Lake City, Utah
We have audited the statements of financial position of Brenex Oil Corporation
as of October 31, 2000 and 1999, and the related statements of operations,
stockholders' equity, and cash flows for the three years ended October 31, 2000,
1999 and 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brenex Oil Corporation as of
October 31, 2000 and 1999, and the results of its operations, changes in
stockholders' deficit and cash flows for the three years ended October 31, 2000,
1999, 1998, in conformity with generally accepted accounting principles.
/S/ THURMAN SHAW & CO., L.C.
Thurman Shaw & Co., L.C.
Bountiful, Utah
November 29, 2000
<PAGE>
<TABLE>
<CAPTION>
BRENEX OIL CORPORATION
Statements of Financial Position
October 31, 2000 and 1999
2000 1999
----------- -------
ASSETS
<S> <C> <C>
Current assets $ - $ -
----------- -------
Total assets $ - $ -
=========== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ - $ -
----------- -------
Stockholders' equity
Common stock, $.0001 par value; 50,000,000
shares authorized; 15,003,951 shares issued
and outstanding 15 15
Additional paid-in capital 470,491 470,491
Accumulated deficit during the development stage (470,506) (470,506)
----------- ----------
Total stockholders' equity - -
----------- ----------
Total liabilities and stockholders' equity $ - $ -
=========== ==========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRENEX OIL CORPORATION
Statements of Operations
Years Ended October 31, 2000, 1999 and 1998
2000 1999 1998
----------- ----------- --------
<S> <C> <C> <C>
Revenues $ - $ - $ -
----------- ----------- --------
Operating expenses - - -
----------- ----------- --------
Total operating expenses - - -
----------- ----------- --------
Loss before income taxes - - -
----------- ----------- --------
Income taxes - - -
----------- ----------- --------
Net income (loss) $ - $ - $ -
=========== =========== ========
Basic and diluted income (loss) per common share $ - $ - $ -
=========== =========== ========
Weighted average number of common
shares used in per share calculation 15,003,951 15,003,951 15,003,951
=========== =========== ===========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRENEX OIL CORPORATION
Statement of Stockholders' Equity
From October 31, 1997 Through October 31, 2000
Common Stock Additional
-----------------------
Paid-In Accumulated
Shares Amount Capital Deficit Total
----------- ------------ ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, October 31, 1997 15,003,951 $ 15 $ 470,491 $ (470,506) $ -
Net (loss) - - - - -
----------- ---------- ----------- ----------- --------
Balance, October 31, 1998 15,003,951 15 470,491 (470,506) -
Net (loss) - - - - -
----------- ---------- ----------- ----------- --------
Balance, October 31, 1999 15,003,951 15 470,491 (470,506) -
Net (loss) - - - - -
----------- ---------- ----------- ----------- --------
Balance, October 31, 2000 15,003,951 $ 15 $ 470,491 $ (470,506) $ -
=========== ========== =========== =========== =========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRENEX OIL CORPORATION
Statements of Cash Flows
Years Ended October 31, 2000, 1999 and 1998
2000 1999 1998
----------- ----------- --------
Cash Flows From Operating Activities
<S> <C> <C> <C>
Net income (loss) $ - $ - $ -
----------- ----------- --------
Net cash flows from operating activities - - -
----------- ----------- --------
Cash Flows From Investing Activities - - -
----------- ----------- --------
Cash Flows From Financing Activities - - -
----------- ----------- --------
Net increase/decrease in cash - - -
Cash balance at beginning of period - - -
----------- ----------- ---------
Cash balance at end of period $ - $ - $ -
=========== ============ =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Notes (continued)
BRENEX OIL CORPORATION
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Brenex Oil Corporation (the "Company), formerly Deseret Automotive
Research, Inc., was incorporated under the laws of the State of Utah on
August 9, 1977. On September 1, 1981, the Company's directors formally
changed the name to Brenex Oil Corporation. The Company had significant
operations up through 1984, but subsequently ceased operations.
The fiscal year end of the Company was December 31. However, at a board
meeting on October 23, 2000, the Board of Directors changed the fiscal
year end of the Company to October 31. This change has been made
retroactive to the period ended October 31, 1998.
On February 7, 2000, the Board of Directors filed amended Articles of
Incorporation which changed the par value of the common stock from $.01
per share to $.0001 per share. The financial statements have presented
this change retroactively in the accompanying financial statements.
Basic and Diluted Loss Per Share
The Company computes basic and diluted loss per share in accordance with
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
Earnings Per Share. Basic loss per common share is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per share is calculated to give effect
to stock options. There were no stock options outstanding as of October
31, 2000. Therefore, basic and diluted loss per share are the same.
Cash and Cash Equivalents
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
2. INCOME TAXES
There was no provision for or benefit from income taxes for any period.
An income tax return has not been filed since the Company ceased
operations. If income tax returns had been filed, the Company would have
a net operating loss carryforward of $29,714 that would expire in the
year 2000.
<PAGE>
PART III
Item 1. Index to Exhibits.
---------------------------
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description*
------ ------------
3.1 Articles of Incorporation
3.3 Articles of Amendment to the Articles of Incorporation
3.3(i) Articles of Amendment to the Articles of Incorporation
3.2 Bylaws
27 Financial Data Schedule
* Summaries of all exhibits contained within this Registration Statement
are modified in their entirety by reference to these Exhibits.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
KENTEX PETROLEUM, INC.
Date: 12/21/00 By:/S/ALYCIA ANTHONY
---------- ------------------------
Alycia Anthony, Director
and President
Date: 12/21/00 By:/S/RICK ANTHONY
---------- ------------------------
Rick Anthony, Director
and Secretary
<PAGE>
EX-3.1
ARTICLES OF INCORPORATION
OF
DESERET AUTOMOTIVE RESEARCH, INC.
ARTICLE I - Corporate Name
The name of the corporation is DESERET AUTOMOTIVE RESEARCH, INC.
ARTICLE II - Duration
This corporation shall commence from the date of qualification, and shall
continue perpetually, unless sooner dissolved or disincorporated according to
law.
ARTICLE III - Purposes
The purposes for which this corporation is formed, in the pursuit of business to
be engaged in, are and shall be:
A. To do experimental research and development work with internal
combustion engines or other type engines or motors of any kind and
description that are or may be utilized for automotive applications.
B. To engage in any business or economic activity, permitted by law, which
it may be requested to do in performance of its duties for another.
C. To hold, acquire, mortgage, lease, sell, and convey real and personal
property of every kind and nature, whether as principals, agents, trustees
or otherwise.
D. To purchase, improve, develop, lease, exchange, sell, dispose of, and
otherwise deal in and turn to account, real estate; to purchase, lease,
build, construct, erect, occupy, and manage buildings of every kind and
character whatsoever; to finance the purchase, improvement, development,
and construction of land and buildings belonging to or to be acquired by
this company, or any other person, firm or corporation; to act as agent,
trustee or representative of another in connection with such activities
enumerated above.
E. To produce, purchase, import, or to otherwise acquire, and to sell,
distribute, export or otherwise deal in, whether as principal or agent,
goods, wares, merchandise and materials of every kind and description,
whether now known or hereafter to be discovered or invented.
F. To enter into partnership or any arrangement for sharing profits, union
of interests or reciprocal concessions, and to cooperate with any person or
company carrying on or about to carry on any business which this company is
authorized to carry on, or any business or transaction capable of being
conducted so as, directly or indirectly, to benefit this company.
G. To borrow or lend money with or without security without limitation of
amount; to negotiate loans, to draw, accept, endorse and discount, buy and
sell or hold commercial papers, bills of exchange and promissory notes; to
issue, execute, sell and negotiate bonds, notes, debentures and other
evidences of indebtedness, either secured or unsecured.
H. To buy, sell, exchange, negotiate, or otherwise deal in, or hypothecate
securities, stocks, bonds, debentures, mortgages, notes or other
collaterals or securities created or issued by any corporation wherever
organized, including this corporation within such limits as may be provided
by law, and while the owner of any such stocks or other collaterals to
exercise all the rights, powers, and privileges of ownership, including the
right to vote the same; to subscribe for stock in any corporation to be
organized, or otherwise to promote the organization thereof; to purchase or
otherwise acquire and undertake all, or any part, of the business,
property, and assets and the liabilities of any person, firm or company
carrying on any kind of business which this company is authorized to carry
on.
I. To enter into, make and perform contracts of every sort and kind with
any person, firm or corporation, and, without limit as to the amount, to
draw, make, accept, endorse, discount and execute, promissory notes, bills
of exchange, and other instruments and evidences of indebtedness whether
secured by mortgage or otherwise.
J. To engage in any business for profit in which an individual may lawfully
engage.
K. The foregoing clauses shall be construed as purposes, objects and
powersand the matters expressed in each clause shall, except as otherwise
expressly provided, be in no wise limited or restricted by reference to or
inference from the terms of any other clause (or any other matter within
the same clause), but shall be regarded as independent powers, purposes,
and objects, and the enumeration of specific purposes, objects and powers
shall not be construed to limit or restrict in any manner the meaning of
the general terms or the general powers of the corporation, nor shall the
expression of one thing be deemed to exclude another, although it be of
like nature, not expressed. The occurrence within any of the foregoing
clauses of any purpose, power, or object prohibited by the laws of the
State of Utah, or any other state or country in which this corporation
shall be qualified to do business, shall not invalidate any other purpose,
power or object not so prohibited, by reason of its contiguity or apparent
association therewith.
ARTICLE IV - Capital Stock
The aggregate number of shares which the corporation shall have authority to
issue shall be FIFTY MILLION shares at a par value of ONE CENT ($.01) each; all
shares are to be fully paid non-assessable, one class only, each having full
voting rights.
ARTICLE V - Issuance of Shares
The Corporation shall not commence business until at least One Thousand Dollars
($1,000.00) has been received by it as consideration for the issuance of shares.
ARTICLE VI - Provision with Respective Rights
Shareholders shall not have the pre-emptive right to acquire additional or
treasury shares of the corporation.
ARTICLE VII - Provision Regarding Internal Affairs
The majority of stock represented at a meeting of shareholders shall be
sufficient to constitute a quorum of shareholders. A majority vote by those
shareholders present and constituting a quorum shall be sufficient to effectuate
corporate action by the shareholders. A majority of directors present at a
directors meeting will constitute a quorum of directors. A majority vote by
those directors present and constituting a quorum will be sufficient to
effectuate corporate action.
ARTICLE VIII - Registered Office And Agent
The address of the initial registered office of the corporation is 375 Chipeta
Way, Suite 2B, P. 0. Box 8106, Salt Lake City, Utah 84108. The name of its
initial registered agent at such address is Calvin W. Jackson.
ARTICLE IX Directors
The number of directors constituting the initial Board of Directors of the
corporation is seven (7); and the names and addresses of the persons who are to
serve as directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:
Name Address
Calvin W. Jackson 2970 East 4310 South, Salt Lake City, Utah 84117
Amos R. Jackson 2887 McClelland Street, Salt Lake City, Utah 84106
J. Shane Mather 2729 South Highland Drive, Salt Lake City, Utah 84106
Roland B. Carlson 1614 Olive Drive, Salt Lake City, Utah 84117
Oscar M. Hunter 975 Military Drive, Salt Lake City, Utah 84108
Thomas C. Jackson 428 N. Star Crest Drive, Salt Lake City, Utah 84116
Don Casull 2459 Cardinal Way, Salt Lake City, Utah 84121
ARTICLE X - Incorporators
The name and address of each incorporator is:
Calvin W. Jackson 2970 East 4310 South, Salt Lake City, Utah 84117
Amos R. Jackson 2887 McClelland Street, Salt Lake City, Utah 84106
J. Shane Mather 2729 South Highland Drive, Salt Lake City, Utah 84106
ARTICLE XI - Initial Officers
The initial officers of the corporation shall be:
Calvin W. Jackson - President
Amos R. Jackson - Vice-President
J. Shane Mather - Secretary-Treasurer
ARTICLE XII - Fiscal Year
The fiscal year of the corporation shall be January 1 to December 31.
ARTICLE XIII - Cumulative Voting
There shall be no right to cumulative voting.
Dated this 9th day of August 1977.
/S/ CALVIN W. JACKSON
/S/ AMOS R. JACKSON
/S/ J. SHANE MATHER
I, a Notary Public, hereby certify that on the 9th day of August, 1977,
personally appeared before me CALVIN W. JACKSON, AMOS R. JACKSON, and J. SHANE
MATHER, who being by me first duly sworn, severally declared that they are the
persons that signed the forgoing document as Incorporators and that the
statements herein contained are true excepting as to those things of which they
are informed and which they also verily believe to be true.
/S/NOTARY PUBLIC
Residing In Salt Lake County, Utah
My Commission Expires: May 22, 1980
EX-3.3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DESERET AUTOMOTIVE RESEARCH, INC.
Pursuant to the provisions of Section 16-10-57 of the Utah Business Corporation
Act, the Undersigned Corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The present name of the Corporation is Deseret Automotive Research, Inc.
SECOND: The present authorized capital of the Corporation is Five Hundred
Thousand Dollars ($500,000), consisting of 50 million shares of non-assessable
common stock, each such share of common stock having a par value of one cent
($.01).
THIRD: The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on August 28, 1981, in the manner prescribed
by the Utah Business Corporation Act:
"The name of the Corporation is hereby changed to Brenex Oil Corporation."
FOURTH: The number of shares of the Corporation outstanding at the time of such
adoption was 26,345,000 shares; and the number of shares entitled to vote
thereon was 26,345,000.
FIFTH: The designation and number of outstanding shares of each class entitled
to vote thereon as a class were as follows:
None
SIXTH: The number of shares voted for such amendment was and the number of
shares voted against such amendment was 18,731,900; and the number of shares
voted against such amendment was none.
SEVENTH: The number of shares of each class entitled to vote thereon as a class
voted for and against such amendment, respectively, was:
None
EIGHTH: The manner, if not set forth in such amendment in which any exchange,
reclassification, or cancellation of Issued shares provided for in the amendment
shall be effected as follows:
No Change
NINTH: The manner in which such amendment effects a change in the amount of
stated capital and the amount of stated capital as changed by such amendment are
as follows:
No Change
DATED this 28th day of August, 1981.
DESERET AUTOMOTIVE RESEARCH, INC.
/S/ LIONEL BRENNEMAN President
ATTEST:
/S/ WILLIAM SHICKTANZ
Secretary
STATE OF UTAH )
) SS.
County of Salt Lake )
I, Craig Vincent, a Notary Public, do hereby certify that on the 28day of
August, 1981, personally appeared before me Lionel Brenneman and William
Shicktanz and who being by me first duly sworn declared that they are the
president and secretary, respectively, of Deseret Automotive Research, Inc., and
that they have signed the foregoing document in said capacities, and that the
statements therein contained are true. pectively, of Deseret Automotive
Research, Inc., and that they have signed the foregoing document in said
capacities, and that the statements therein contained are true.
/S/ NOTARY PUBLIC
My Commission Expires: November 13, 1984
EX-3.3(i)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
BRENEX OIL CORP.
Pursuant to the provisions of the Utah Business Corporation Act, the
undersigned Corporation hereby, adopts the following Articles of Amendment to
its Articles of Incorporation.
I
The name of the Corporation is:
Brenex Oil Corp.
II
The following amendments to the Articles of Incorporation were adopted by
the Board of Directors of the Corporation:
FIRST:Article IV shall be amended as follows, to-wit:
The aggregate number of shares which the corporation shall have authority
to issue shall be fifty million shares at a par value of $.0001 per share; all
shares are to be fully paid non-assessable, one class only, each having full
voting rights
SECOND: Shareholder approval is not required.
-------
IN WITNESS WHEREOF, Brenex Oil Corp. has caused this Certificate to be
signed by Alycia Anthony, the company's President and Rick Anthony the company's
Secretary. This day of February, 2000.
By: /S/ALYCIA ANTHONY
Alycia Anthony, President
By: /S/RICK ANTHONY
Rick Anthony, Secretary
<PAGE>
EX-2
BYLAWS
OF
BRENEX OIL CORP.
ARTICLE I
OFFICES
Section 1.01 Location of Office. The corporation may maintain such offices
within or without the State of Utah as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders shall
be held in May of each year or at such other time designated by the Board of
Directors and as is provided for in the notice of the meeting, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of incorporation, 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
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if
any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten (10) days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting or
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation having
charge of the share transfer books for shares of the corporation shall make, at
least ten (10) days before each meeting of the shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder during the whole time of the meeting.
The original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting 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.
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any other action which
may 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
all of the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors
shall consist of three to nine persons. Increases or decreases to said number
may be made, within the numbers authorized by the Articles of Incorporation, as
the Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire
number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately following, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide by resolution the time and place, either within or without the state
of incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the Board
of Directors may participate in a meeting of the Board of Directors or a
committee of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at least
ten (10) days prior thereto by written notice delivered personally or mailed to
each director at his or her regular business address or residence, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive notice of
any meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business or any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies
shall occur in the Board of Directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11 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, and may be paid a fixed sum for 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.
Section 3.12 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 taken unless
his or her dissent shall be entered in the minutes of the meeting, unless he or
she shall file his or her 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 or certified 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.
Section 3.13 Resignations. A director may resign at any time by delivering
a written resignation to either the president, a vice president, the secretary,
or assistant secretary, if any. The resignation shall become effective on its
acceptance by the Board of Directors; provided, that if the board has not acted
thereon within ten days (10) from the date presented, the resignation shall be
deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action required to
be taken at a meeting of the directors of the corporation or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one
or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president,
one or more vice-presidents, as shall be determined by resolution of the Board
of Directors, a secretary, a treasurer, and such other officers as may be
appointed by the Board of Directors. The Board of Directors may elect, but shall
not be required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or her death,
or until his or her resignation or removal in the manner provided in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from time
to time may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such authority,
and perform such duties as the Board of Directors from time to time may
determine. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officer or agents and to
prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the Board of Directors called for that purpose or at a
regular meeting, by vote of a majority of the directors, with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at a regular or
special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties:
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors; and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers
and duties:
(a) If no general manager has been appointed, he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
(e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.
Section 4.10 The Secretary. The secretary shall have the following powers
and duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the Board of Directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume responsibility that the books, reports,
statements, certificates, and other documents and records required by statute
are properly kept and filed;
(e) He or she shall have charge of the share books of the corporation and
cause the share transfer books to be kept in such manner as to show at any time
the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;
(f) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
(g) He or she shall perform in general all duties incident to the office
of secretary and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the president.
Section 4.11 The Treasurer. The treasurer shall have the following powers
and duties:
(a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the office
of treasurer and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the president.
Section 4.12 General Manager. The Board of Directors may employ and appoint
a general manager who may, or may not, be one of the officers or directors of
the corporation. The general manager, if any, shall have the following powers
and duties;
(a) He or she shall be the chief executive officer of the corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents;
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times be
subject to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as often
as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and 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 appointed in accordance with the provisions of Section 4.03
hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director of the
corporation.
Section 4.14 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 or her
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained
in the Articles of Incorporation or these Bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
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.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, evidences of indebtedness of the corporation, subject to the
provisions of these Bylaws, 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 time to time may determine. Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in such manner
as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a 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 a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should 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 be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by an
officer or agent thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the corporation
shall be entitled to have a certificate, signed by the president or any vice
president, and the secretary or assistant secretary, and sealed with the seal
(which may be a facsimile, engraved or printed) of the corporation, certifying
the number and kind, class or series of shares owned by him or her in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile signature or signatures shall have
been used thereon, has not ceased to be such officer. Certificates representing
shares of the corporation shall be in such form as provided by the statutes of
the state of incorporation. There shall be entered on the share books of the
corporation at the time of issuance of each share, the number of the certificate
issued, the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the date of
issuance thereof. Every certificate exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments or transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI and
of the Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A
share book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The Board of
Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
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(a) The Board of Directors shall have power to close the share books of
the corporation for a period of not to exceed fifty (50) days preceding the date
of any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital shares shall go into effect, or a
date in connection with obtaining the consent of shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.
(c) If the share transfer books shall be closed or a record date set for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a
new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgement of the Board of Directors, it is
proper to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts, modifies,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or direct
the exercise of voting power over any specific fraction of the shares of the
corporation or from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of voting power
over any specific fraction of the shares of common stock of the corporation
issued and outstanding or (ii) grants to any shareholder the right to have his
or her stock redeemed or purchased by the corporation or any other shareholder
on the acquisition by any person or group of persons of shares of the
corporation. In particular, to the extent permitted under the laws of the state
of incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the Utah Control Shares Acquisition Act,
Section 61-6-1 et seq., of the Utah Code Annotated, as amended, or any statute
of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated hereunder by the Board of Directors, shall act
only as a committee and the individual members thereof shall have not powers as
such.
Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member, if any shall have been appointed
and shall be in office. Unless otherwise specified herein, such resignation
shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or any other committee designated by the Board of Directors hereunder,
by reason of disqualification, death, resignation, removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and, provided that two or more
members are remaining, continue to act. Such vacancy may be filled at any
meeting of the Board of Directors.
Section 7.07 Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, or suit by or
in the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors by a majority
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding; or (ii) by independent legal counsel on a written opinion; or
(iii) by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's Articles of Incorporation,
these Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to be indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of Indemnification. The indemnification authorized by
this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
8.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors
or the shareholders, shall be subject to amendment, alteration, or repeal, and
new Bylaws may be made, except that;
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors;
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of
Brenex Oil Corp., a corporation duly organized and existing under and by virtue
of the laws of the State of Utah; that the above and foregoing bylaws of said
corporation were duly and regularly adopted as such by the Board of Directors of
the corporation at a meeting of the board of Directors, which was duly and
regularly held on the 25th day of November, 1999 and that the above and
foregoing Bylaws are now in full force and effect.
DATED this 25th day of November, 1999.
/S/ RICK ANTHONY
Rick Anthony, Secretary
