SCHEDULE 14C INFORMATION
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act Of 1934
Check the appropriate box:
[X] Preliminary information statement [ ] Confidential, for use of the
Commission only (as permitted
By Rule 14c-5(d)(2))
[ ] Definitive information statement
BERENS INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14-c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No:
(3) Filing Party:
(4) Date Filed:
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BERENS INDUSTRIES, INC.
701 N. Post Oak Rd., Suite 630
Houston, Texas 77024
August 1, 2001
NOTICE OF CORPORATE ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
To the Stockholders of Berens Industries, Inc.:
We are giving notice to you that our Board of Director has approved, and
the holders of more than 50% of the outstanding shares of our common stock have
consented in writing to, the following corporate actions:
- Our Board of Directors shall consist of Robert E. Davis, Jeff Olexa,
Manfred Sternberg and Jeffrey Hansen who shall serve as Directors
until their successors are duly elected and qualified.
- We shall amend our Articles of Incorporation to change the name of the
company to Crescent Communications, Inc. The form of the Amendment to
the Articles of Incorporation is attached hereto as Exhibit "A".
- We shall effect a one for five (1:5) reverse split of our common
stock.
- Our independent auditors shall be Ham, Langston & Brezina, LLP,
Certified Public Accountants of Houston, Texas for the year ending
December 31, 2001.
These corporate actions are described in detail in the Information
Statement accompanying this notice. The date of August 1, 2001 has been fixed
for the determination of stockholders entitled to receive this notice. We
expect to consummate these corporate actions on or shortly after September 12,
2001. Our Board of Directors has approved these corporate actions.
You have received this notice and Information Statement because we are
required by Federal securities law, Nevada state law and our Articles of
Incorporation, as amended, to advise all of our shareholders about these
corporate actions. Under Nevada law and our Articles of Incorporation, as
amended, the holders of at least a majority of our outstanding voting shares are
permitted to approve the Amendment to the Articles of Incorporation by written
consent in lieu of a meeting, provided that prompt notice of such actions are
given to the other stockholders. Under the rules of the Securities and Exchange
Commission, as amended, an Information Statement must be sent at least twenty
days prior to the effective date of the actions to the holders of the voting
stock who do not sign the written consent. This notice, which is being sent to
all the holders of record as of August 1, 2001, is intended to serve as notice
under Nevada law and as the Information Statement required by the Securities
Exchange Act of 1934, as amended.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
----------------------------------
/s/ Jeffrey Hansen
Director
August 1, 2001
Houston, Texas
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BERENS INDUSTRIES, INC.
701 N. Post Oak Rd., Suite 630
Houston, Texas 77024
August 1, 2001
INFORMATION STATEMENT
We have mailed this Information Statement on or about August 17, 2001 to
our stockholders of record as of August 1, 2001. This Information Statement is
about our Board of Directors recent approval of corporate actions that were
subsequently approved by a majority of our stockholders by written consent
without a meeting as allowed by Nevada state law and Federal securities law.
All necessary Board of Directors and shareholder approvals for these corporate
actions have already been obtained and received by us. This Information
Statement is furnished to you for the purpose of informing stockholders about
the corporate actions in the manner required under Nevada state law and Federal
securities law at least twenty days prior to the effective date of the actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
CORPORATE ACTIONS
We are giving notice to you that our Board of Director has approved, and
the holders of more than 50% of the outstanding shares of our common stock, have
consented in writing to the following corporate actions:
- Action I. Our Board of Directors shall consist of Robert E. Davis,
---------
Jeff Olexa, Manfred Sternberg and Jeffrey Hansen who shall serve as
Directors until their successors are duly elected and qualified.
- Action II. We shall amend our Articles of Incorporation to change
----------
our name to Crescent Communications, Inc. The form of the Amendment
to the Articles of Incorporation is attached hereto as Exhibit "A".
- Action III. We shall effect a one for five (1:5) reverse split of
-----------
our common stock.
- Action IV. Our independent auditors shall be Ham, Langston &
----------
Brezina, LLP, Certified Public Accountants of Houston, Texas for the
year ending December 31, 2001.
The majority stockholders' consent to the election of the four Directors,
the Amendment to the Articles of Incorporation, the reverse stock split and the
appointment of the independent auditor will take effect 20 days after the
mailing of this Information Statement, or on such other date as may be specified
by the Board of Directors. We anticipate effecting these corporate actions on
or shortly after September 12, 2001. A summary of each of these corporate
actions is included in this Information Statement.
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The Nevada General Corporation Law at Section 78.320-2 provides that a
majority of the voting power may take action by written consent. The holders of
a majority of the voting power of the shares entitled to vote on the corporate
action consented to proceed, in each instance without a meeting of a
shareholders, so as to: (i) eliminate the cost and management time required to
hold a special or annual meeting of shareholders and (ii) effect the corporate
actions as soon as possible and accomplish the purposes of the corporate actions
in a timely manner.
All corporate action necessary under Nevada law to approve the corporate
actions has been taken. The Amendment to the Articles of Incorporation will be
filed with the Nevada Secretary of State on or shortly after September 12, 2001,
which will be at least 20 days after the mailing of this Information Statement
to our shareholders, and will become effective shortly thereafter. The other
corporate actions will take effect on or shortly after September 12, 2001, which
is at least 20 days after the mailing of this Information Statement to our
shareholders.
Of the 19,143,495 shares of our common stock outstanding as of August 1,
2001, and the 600 shares of Series A Convertible, Non-Redeemable Preferred Stock
("Preferred Stock"), 12,426,350 shares of Common Stock and all 600 shares of the
Preferred Stock approved the action by written consent. The 600 shares of
Preferred Stock have voting rights based upon the conversion ratio of the
Preferred Stock, which is 233,975 shares of common stock for each share of
Preferred Stock. We do not have enough authorized common stock at this time to
do a conversion of all the Preferred Stock. However, upon the 1:5 reverse split
of our common shares and Preferred Stock, we will have enough authorized common
stock to do a conversion of all the Preferred Stock. Until that time, the
Preferred Stock will vote the equivalent of only up to the number of authorized
and unissued shares of our common stock, which is 30,856,505 shares of common
stock.
After the reverse stock split is effected, there will be 3,828,699 shares
of common stock outstanding and 120 shares of Preferred Stock outstanding. In
the event of a conversion by the holders of the Preferred Stock, there will be
approximately 31,905,699 shares of common stock outstanding, of which
approximately 88% will be owned by the former holders of the Preferred Stock.
RECENT EVENTS
On July 23, 2001, we entered into a Stock Exchange Agreement with the
shareholders of Solis Communications, Inc. Solis Communication, Inc. is a Texas
Corporation that is in the co-location hosting and connectivity systems
business. Solis was originally founded by Robert E. Davis to capitalize on the
telecommunications' industry economic downturn by providing affordable
co-location facilities to Internet service providers.
Pursuant to the Stock Exchange Agreement, we acquired all of the issued and
outstanding shares of Solis Communication, which became our wholly-owned
subsidiary. In exchange, we issued an aggregate of 600 shares of our new Series
A Convertible Non-Redeemable Preferred Stock to the three shareholders of Solis,
who were Robert E. Davis, Jeff Olexa and Manfred Sternberg. On a fully
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converted basis, the former shareholders of Solis beneficially own an aggregate
of approximately 140,000,000 shares of our common stock. Each of the three
former shareholders of Solis directly own 200 shares of our Series A Preferred
Stock at this time.
Our Board of Directors appointed Robert E. Davis as a new Director, and
Marc Ivan Berens resigned as a Director as a condition of the Stock Exchange
Agreement. Our Board presently consists of Jeffrey Hansen and Robert E. Davis.
ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
ACTION 1.
ELECTION OF DIRECTORS
On July 23, 2001, a majority of shareholders consented to the election as
Directors of Robert E. Davis, Jeff Olexa, Manfred Sternberg and Jeffrey Hansen,
to serve as our Directors until their successors are duly elected and qualified.
Marc Ivan Berens resigned from the Board of Directors effective July 23, 2001.
Messrs. Hansen and Davis are incumbent Directors. Mr. Sternberg is our Chief
Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Olexa
is our President. Messrs. Sternberg and Olexa will become our Directors on or
shortly after September 12, 2001.
DIRECTORS ELECTED
Jeffrey Hansen, age 49, has served as a director since July 2000. Mr.
Hansen has owned and operated his own law practice for the past twenty years in
Houston, Texas. Mr. Hansen has served as president of Simkova, LLC, general
partner of Yolana Partnership, Ltd, since July 2000. He has a J.D., South Texas
College of Law (1978), and a B.A. degree, State University of New York-Oswego
(1974).
Manfred Sternberg, age 40, Chief Executive Officer, Chief Financial
Officer, Treasurer, Secretary and Director-designee. Mr. Sternberg is licensed
to practice law in Texas and Louisiana and is Board Certified in Consumer Law by
the Texas Board of Legal Specialization. He has been engaged in the general
practice of law since 1987. He has been primarily engaged in civil litigation
and providing general counsel to several small companies in the Houston area.
He has worked for his own law firm for the last ten years. Mr. Sternberg was the
Chief Executive Officer of Crescent Services Corp. in January 2001, when an
involuntary bankruptcy proceeding under Chapter 7 of the Bankruptcy Code was
commenced against Crescent Services Corp. in a case styled In re: Crescent
Services, Inc., Number 01-30189-H4-11, U.S. Bankruptcy Court, Southern District
of Texas. Shortly thereafter, this was converted into a Chapter 11
debtor-in-possession proceeding. Manfred Sternberg was the Chief Executive
Officer, Director and sole shareholder of Crescent. In July 2001, we purchased
certain assets of Crescent for the cash sum of $150,000. Crescent remains in
bankruptcy at this time. Mr. Sternberg is a graduate of Tulane University and
Louisiana State University School of Law.
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Jeffrey Olexa, age 41, is our incumbent President. Mr. Olexa has 17 years
experience in technical and consultative selling in the telecommunications and
Internet industries. Prior to the purchase by Berens of the Crescent Services
Corp. operating company, Mr. Olexa had been employed by Crescent Services Corp.
since March 1999, in varying capacities, but most recently as President.
Between 1990 and 1999, he was employed by National Business Group, a nation-wide
integration company, where he served as Regional Director over the South Central
Region. From 1986 to 1989 he worked for CXR Telecom. Prior to his private
sector experience, Mr. Olexa was in the armed forces where he maintained an Air
Force telecommunication facility. This facility utilized wireless
communications, including line-of-site microwave communications and other
broadband technologies between Greece, Turkey and Italy.
Robert E. Davis, age 43, has been a Director since July 2001. Mr. Davis is
involved in the energy industry, having founded several successful companies
including, Upland Energy, Inc. in 1985, MPH Production Co. in 1988, and. Laguna
Rig Service, Inc. in 1999. Mr. Davis has been the President of Upland Energy,
Inc. since its incorporation and has primarily been involved in the oil and gas
business since that time. Mr. Davis received a BBA in Finance from Texas A&M
University in 1980.
During the fiscal year ended December 31, 2000, our Board of Directors held
four meetings. No incumbent director attended fewer than 75% of the meetings.
The Company has no audit, compensation, or nominating committees.
ACTION 2.
CHANGE OF CORPORATE NAME
The board of directors and majority stockholders adopted a resolution
setting forth an amendment to the Company's Articles of Incorporation. The
certificate of amendment to the Articles of Incorporation, attached hereto as
Exhibit "A", will amend Article I of our Articles of Incorporation changing the
name from Berens Industries, Inc. to "Crescent Communications, Inc." The
corporate name change will be made on or shortly after September 12, 2001.
Our shareholders are not being requested to consider and approve the name
change at a shareholder's meeting and will not vote on the proposal because it
has already been approved by a majority of our shareholders pursuant to Section
78-320 of the Nevada Revised Statutes, which allows for shareholder action
without notice and a meeting. The purpose of the name change is to better the
nature of our broadband services business to our customers and the public.
Upon the effective date of the name change we will take action to change
the stock trading symbol for our common stock. Stock certificates representing
the common stock issued prior to the effective date of the change in the
corporate name to "Crescent Communications, Inc." will continue to represent the
same number of shares (subject to the 1-for-5 reverse stock split described
below), remain authentic, and will not be required to be returned to us or our
transfer agent for reissuance. New stock certificates issued upon transfer of
shares of common stock after the name change will bear the name "Crescent
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Communications, Inc.", and will have a new CUSIP number. Delivery of existing
stock certificates will continue to be accepted in transactions made by a
shareholder after the corporate name is changed.
NO DISSENTERS' RIGHTS
The Nevada General Corporation Law does not provide for statutory rights of
appraisal in connection with any of the corporate actions discussed in this
Information Statement.
SECTION 3.
REVERSE STOCK SPLIT
The Board of Directors and persons holding a majority of the issued and
outstanding shares of our Common Stock have approved the 1-for-5 reverse split.
Our shareholders are not being requested to consider and approve the Reverse
split at a shareholder's meeting and will not vote on the proposal because it
has already been approved by a majority of our shareholders pursuant to Section
78-320 of the Nevada Revised Statutes, which allows for shareholder action
without notice and a meeting. We have summarized the material terms of the
reverse split below.
PURPOSE OF PROPOSED REVERSE STOCK SPLIT
We have approved the reverse stock split in accordance with our contractual
obligations in connection with our issuance of 600 shares of our Series A
Preferred Stock in the Solis transaction described above. We are not aware of
any present efforts by anyone to accumulate our common stock, and the proposed
reverse split is not intended to be an anti-takeover device.
CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT
When the reverse split is consummated, you will own a fewer number of
shares than you presently own. The effect of the reverse split upon the market
price of our common stock cannot be predicted, and the history of similar stock
split combinations for companies in like circumstances is varied. There can be
no assurance that the market price per new share of our common stock after the
reverse split will go up or stay the same. The price could go down. There can be
no assurance that the reverse split will increase the market price of our Common
Stock by a multiple equal to the exchange number or result in the permanent
increase in the market price, which is dependent upon many factors, including
our performance and prospects. The possibility exists that liquidity in the
market price of our common stock could be adversely affected by the reduced
number of shares that would be outstanding after the reverse split. The reverse
split will increase the number of our stockholders who own odd lots (less than
100 shares). Stockholders who hold odd lots typically will experience an
increase in the cost of selling their shares, as well as possible greater
difficulty in effecting such sales. The market price of our common stock is also
be based on our performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The reverse split will be done on or shortly after ten days after September
12, 2001. The ten day waiting period will allow us to give notice to the NASD
pursuant to Rule 10b-17 of the Exchange Act of 1934, as amended. Upon the
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effective date of the reverse split, each five shares of our issued and
outstanding common stock will automatically convert into one fully paid and
nonassessable share of our common sock. Fractional shares will be rounded upward
to the nearest whole share.
Shareholders need not exchange their existing stock certificates. However,
after the effective date of the reverse split, if you desire, you may submit
your existing stock certificates to our transfer agent for cancellation and
re-issuance: American Registrar & Transfer Company, 342 East 900 South, Salt
Lake City, Utah 84111.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
Our authorized capital consists of 50,000,000 shares of common stock par value
$.001 per share, and 10,000,000 shares of preferred stock, par value $.001 per
share. As of August 1, 2001 there were 19,143,495 shares of common stock
outstanding and 600 shares of Series A Preferred Stock outstanding. The holders
of common stock and Series A Preferred Stock are entitled to vote on all matters
to come before a vote of the shareholders. Series A Preferred Stock votes the
number of shares of common stock into which it is convertible. We do not have
enough authorized common stock at this time to do a conversion of all the
Preferred Stock. However, upon the 1:5 reverse split of our common shares and
Preferred Stock, we will have enough authorized common stock to do a conversion
of all the Preferred Stock. Until that time, the Preferred Stock will vote the
equivalent of only up to the number of authorized and unissued common stock,
which is 30,856,505 shares of unissued common stock.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that our
directors and executive officers, and persons who own beneficially more than ten
percent of our common stock, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Based solely on the
reports we have received and on written representations from certain reporting
persons, we believe that the current directors, executive officers, and greater
than ten percent beneficial owners have complied with all applicable filing
requirements except for one Form 4 for our former Director Mr. Berens reporting
six transactions, which was untimely filed, one Form 4 for Mr. Berens reporting
six transactions, which was untimely filed, and one Form 4 for Mr. Berens
reporting three transactions, which was untimely filed; and six Form 4's for one
of our Directors, Mr. Hansen, which were untimely filed.
EXECUTIVE COMPENSATION
Manfred Sternberg became our Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary in July 2001. No present executive officer or
director received in excess of $100,000 in compensation during the fiscal year
ended December 31, 2000. Marc Berens is no longer a Director or Executive
Officer.
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EMPLOYMENT AGREEMENTS
We do not have any employment agreements with any of our officers or
directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGMENT
The following table sets forth, as of August 1, 2001 the amount percentage
of outstanding shares of our common stock owned by:
- each person known to beneficially own more than 5% of our
outstanding common stock;
- each director;
- each executive officer; and
- all executive officers and directors as a group
Class of Amount of Percent of
Name and Address Securities Securities Class
- ------------------------------------------------------------------------------
Robert E. Davis Common Stock 11,117,751 (1)(2) 36.7%
701 N. Post Oak Road, Suite 630
Houston, Texas 77024
Jeff Olexa Common Stock 10,285,501 (1) 35.0%
701 N. Post Oak Road, Suite 630
Houston, Texas 77024
Manfred Sternberg Common Stock 10,897,251 (1) 37.1%
701 N. Post Oak Road, Suite 630
Houston, Texas 77024
Jeffrey Hansen Common Stock 9,504,000 (3) 49.9
701 N. Post Oak Road, Suite 630
Houston, Texas 77024
Yolana Partnership, Ltd.
701 N. Post Oak Road, Suite 630 Common Stock 9,400,000 49.2%
Houston, Texas 77024
March Ivan Berens Common Stock 11,662,600 60.9%
701 N. Post Oak Road, Suite 630
Houston, Texas 77024
================================================================================
All Directors and Executive Common Stock 41,518,253 (5) 83.1%
Officers as a group-4 persons
================================================================================
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(1) Includes 10,285,501 shares of common stock issuable on conversion of
Series A Preferred. We do not have enough authorized common stock at this time
to effect a conversion of all the Preferred Stock. However, upon the 1:5
reverse split of our common shares and Preferred Stock, we will have enough
authorized common stock to effect a conversion of all the Preferred Stock.
Until that time, the Preferred Stock will vote the equivalent of only up to the
number of our authorized and unissued common stock, which is 30,856,505 shares
of common stock. For the purposes of computation for this table, each of the
three holders of Preferred Stock has been allocated one-third of the currently
authorized and unissued common stock
(2) Includes 203,700 shares owned by Mr. Davis' family. Mr. Davis controls
these shares.
(3) Includes 9,400,000 shares of common stock owned by Yolana Partnership,
Ltd., whose general partner is Simkova, L.L.C. Mr. Hansen is the control person
of Simkova, L.L.C. Includes 104,000 shares of common stock owned by Estelle
Investments, Ltd. Mr. Hansen is the president of Estelle Investments, Ltd.
(4) Includes 525,000 owned by the Berens Foundation. Mr. Berens is a
control person of the Berens Foundation.
================================================================================
(5) Includes 30,856,505 shares of common stock issuable upon conversion of
Preferred Stock. We do not have enough authorized common stock at this time to
do a conversion of all the Preferred Stock. However, upon the 1:5 reverse split
of our common shares and Preferred Stock, we will have enough authorized common
stock to do a conversion of all the Preferred Stock. Until that time, the
Preferred Stock will vote the equivalent of only up to the number of authorized
and unissued common stock, which is 30,856,505 shares of common stock.
(6) Includes 11,662,600 shares beneficially owned by Mr. Berens, 9,400,000
shares are owned by the Yolana Partnership, Ltd., of which Mr. Berens is a
beneficiary, 583,000 shares are owned by the Berens Foundation, a non-profit
organization of which Mr. Berens is a trustee, and 1,639,600 shares are owned by
Mr. Berens in his own name.
================================================================================
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1999, we completed a reverse merger with Berensgallery.com, Inc. in
which we issued 2,893,250 shares of our common stock to the shareholders of
Berensgallery.com, Inc. Of these shares, an aggregate of 2,623,000 shares of
our common stock were issued to Mr. Berens and family members of Mr. Berens. In
December 1999, we acquired Artmovement.com, Inc. for 12,960,000 shares of our
common stock. Of these shares, an aggregate of 5,460,000 shares of our common
stock were issued to Messrs. Berens and Hansen, and family members of Mr.
Berens. In February 2000, Mr. Berens was issued 250,000 shares of our common
stock in exchange for his guarantee of a credit line for Berens Industries.
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In December 2000, we issued to Yolana Partnership, Ltd. 2,000,000 shares of
common stock, of which 1,500,000 shares were issued in lieu of services rendered
valued at $75,000, and 500,000 shares were issued for $25,000 cash.
In December 2000, we issued to Mr. Hansen 40,000 shares of common stock in
lieu of services rendered at valued at $1,600.
In January 2001, we issued to Mr. Berens 525,000 shares of common stock in
lieu of services rendered in 2000 which were valued at $31,000. In March 2001,
we issued to Mr. Berens 750,000 shares of common stock in lieu of services
rendered valued at $36,000.
Mr. Sternberg was the Chief Executive Officer of Crescent Services Corp. in
January 2001, when an involuntary bankruptcy proceeding under Chapter 7 of the
Bankruptcy Code was commenced against Crescent Services Corp. in a case styled
In re: Crescent Services, Inc., Number 01-30189-H4-11, U.S. Bankruptcy Court,
Southern District of Texas. Shortly thereafter, this was converted into a
Chapter 11 debtor-in-possession proceeding. Manfred Sternberg was the Chief
Executive Officer, Director and sole shareholder of Crescent. In July 2001, we
purchased certain assets of Crescent for the cash sum of $150,000.
On July 23, 2001, we entered into a Stock Exchange Agreement with the
shareholders of Solis Communications, Inc. Solis Communication, Inc. is a Texas
Corporation that is in the co-location hosting and connectivity systems
business. Solis was originally founded by Robert E. Davis to capitalize on the
telecommunications' industry economic downturn by providing affordable
co-location facilities to Internet service providers.
Pursuant to the Stock Exchange Agreement, we acquired all of the issued and
outstanding shares of Solis Communication, which became our wholly-owned
subsidiary. In exchange, we issued an aggregate of 600 shares of our new Series
A Convertible Non-Redeemable Preferred Stock to the three shareholders of Solis,
who were Robert E. Davis, Jeff Olexa and Manfred Sternberg. On a fully converted
basis, the former shareholders of Solis beneficially own an aggregate of
approximately 140,000,000 shares of our common stock. Each of the three former
shareholders of Solis directly own 200 shares of our Series A Preferred Stock at
this time.
At the time of the Stock Exchange Agreement, we entered into a Stock
Redemption Agreement with Yolana Partnership, Ltd. ("Yolana"), one of our
significant shareholders, whereby Yolana has returned to us for cancellation
7,000,000 shares of our common stock. In addition, Yolana signed to a one-year
lock-up letter on another 7,000,000 of our shares that it owns.
We also entered into an Escrow Agreement with Yolana whereby Yolana has
escrowed 2,000,000 of our shares that it owns. Pursuant to the terms of the
Escrow Agreement if we receive an aggregate of $150,000 from certain types of
financings by January 10, 2002, then the escrowed shares will be returned to
Yolana. If we do not receive $150,000 then Yolana may contribute the difference
to us and receive the escrowed shares. If we do not receive the $150,000 or
Yolana does not contribute the difference by the end of the escrow period then
we will take possession of the escrowed shares for cancellation.
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We also entered into an Option and Distribution Agreement with the former
shareholders of Solis and Yolana which provides that we may, in the future,
under certain circumstances, including raising an additional $600,000, undertake
to spin off of our Artmovement.com, Inc. subsidiary. If we do undertake a spin
off of Artmovement.com the former shareholders of Solis have agreed, assuming
that Yolana pays for the costs related to the spin off, including any costs of
registration, to sell the shares that they would receive from the spin off to
Yolana.
SECTION 4.
INDEPENDENT AUDITORS
On July 23, 2001, a majority of shareholders, by consent, voted to retain
and ratify the selection of Ham, Langston & Brezina, LLP as our independent
auditors for the year ending December 31, 2001.
AUDIT FEES
Ham, Langston & Brezina, LLP billed us in the aggregate amount of $14,000
for professional services rendered for their audit of our annual financial
statements and their reviews of the financial statements included in our Forms
10-QSB for the year 2000. We were not billed for professional services from any
other accounting firm for audits or reviews done in the year 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the year 2000, Ham, Langston & Brezina, LLP did not bill us for, nor
perform, any financial information systems design or implementation. In the year
2000, we were not billed for professional services from any other accounting
firm for information systems design or implementation.
ALL OTHER FEES
In the year 2000, Ham, Langston & Brezina, LLP billed us $500 for tax
services and $3,250 for services in connection with a Form SB-2. We were not
billed or any other professional services by any other accounting firm in the
year 2000.
AUDITOR INDEPENDENCE
Our board considers that the work done for us in the year 2000 by Ham,
Langston & Brezina, LLP is compatible with maintaining Ham, Langston & Brezina,
LLP's independence.
AUDITOR'S TIME ON TASK
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At least 50% of the work expended by Ham, Langston & Brezina, LLP on our
year 2000 audit was attributed to work performed by Ham, Langston & Brezina,
LLP's full-time, permanent employees.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports on Forms 10-KSB, 10-QSB and
Form 8-K, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information that we file at the SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, D.C., and at the
Commission's offices in New York City and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information regarding the operation of the
public reference rooms. Our public filings are also available to the public from
commercial document retrieval services and at the SEC's web site maintained at
http://www.sec.gov. Our Internet address is www.crescentb.com.
You may obtain current documents mentioned in this information statement by
your request in writing or by telephone to the following:
Berens Industries, Inc.
701 N. Post Oak Road, Suite 630
Houston, Texas 77024
(713) 682-7400
Attention: Manfred Sternberg, Chief Executive Officer
Documents, which may be incorporated by reference after the date of this
information statement, are available from us without charge, excluding all
exhibits unless specifically incorporated by reference as an exhibit to this
information statement. If you request documents from us, we will mail them to
you by first class mail, or other equally prompt means within one business day
of our receipt of your request.
BY ORDER OF THE BOARD OF DIRECTORS
----------------------------------
/s/ Jeffrey Hansen
Director
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EXHIBIT "A"
FORM OF ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
BERENS INDUSTRIES, INC.
CHANGING ITS NAME TO: CRESCENT COMMUNICATIONS, INC.
We, the undersigned, Jeffrey Olexa, President of Berens Industries, Inc., and
Manfred Sternberg, Chief Executive Officer, Chief Financial Officer, Treasurer
and Secretary of Berens Industries, Inc., do hereby certify that:
Pursuant to Nevada Revised Statutes '78.385 and '78.390, the undersigned
corporation adopted the following Articles of Amendment to its Restated Articles
of Incorporation.
Article I of the Restated Articles of Incorporation is amended in its
entirety to read:
1. The name of the corporation shall be: CRESCENT COMMUNICATIONS, INC.
The Board of Directors recommended and consented to this change and amendment on
July 23, 2001. A majority of the shareholders of the corporation consented
pursuant to '78.320 to change and amend the Articles of Incorporation. A total
of 12,426,350 shares of common stock and 600 shares of the Series A Preferred
Stock consented, which constituted the consent of a majority of the shares
entitled to vote on this amendment.
----------------------------------------
by /s/ ______________________
Jeffrey Olexa
President, Berens Industries, Inc.
----------------------------------------
by /s/ ______________________
Manfred Sternberg
Chief Executive Officer, Chief Financial Officer,
Treasurer and Secretary of Berens Industries, Inc.
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STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared
Jeffrey Olexa, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL of office this _______ day of September 2001.
(signed)_________________________________
[Notary Seal] /s/ _____________________________________
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
My commission expires _______________
STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared
Manfred Sternberg, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL of office this _______ day of September 2001.
_________________________________
[Notary Seal] /s/_______________________________
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
My commission expires _______________
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