U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
MIREX, INC.
(Name of Small Business Issuer in its charter)
Nevada
(State or Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
88-0216167
(I.R.S. Employer
Identification No.)
8452 Boseck Drive, Suite 272, Las Vegas, Nevada
89145; (702) 228-4688
(Address and telephone number of Registrant's
principal executive offices and principal place of
business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue,
Suite 200, Las Vegas, Nevada 89109 (702) 732-2253
(Name, address, and telephone number of agent for
service)
Approximate date of proposed sale to the public: As
soon as practicable after this Registration Statement
becomes effective.
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following
box and list the Securities Act registration number of
the earlier effective registration statement for the
same offering.
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If the delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box.
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount
class of to be maximum maxmimum of reg
securities reg. offering aggregate fee
to be registered price per offering
unit price
Common shares 5,000,000 $0.004 $20,000.00 $350.00
The registrant hereby amends this registration
statement on such date or dates as may be necessary
to delay its effective date until the registrant
shall file a further amendment which specifically
states that this registration statement shall
thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on
such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PART I. INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
MIREX, INC.
5,000,000 Shares
Common Stock
Offering Price $0.004 per Share
MIREX, INC., a Nevada corporation ("Company"), is
hereby offering up to 5,000,000 shares of its $.001
par value common stock ("Shares") at an offering
price of $0.004 per Share on a "best efforts" basis
pursuant to the terms of this Prospectus for the
purpose of providing start-up and working capital for
the Company.
The Shares offered hereby are highly speculative and
involve a high degree of risk to public investors and
should be purchased only by persons who can afford to
lose their entire investment (See "Risk Factors" on
page _______).
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Discounts
Price to and commissions Proceeds
Public to Issuer
Per Share $0.004 0 $.004
Total
Minimum (1) $15,000 0 $15,000
Total
Maximum $20,000 0 $20,000
Information contained herein is subject to completion
or amendment. The registration statement relating to
the securities has been filed with the Securities and
Exchange Commission. The securities may not be sold
nor may offers to buy be accepted prior to the time
that the registration statement becomes effective.
This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in
which such offer, solicitation or sale would be
unlawful prior to registration or qualification under
the securities laws of any such State.
Subject to Completion, Dated _______________, 1999
THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO
PRIOR SALE, ACCEPTANCE OF THE SUBSCRIPTIONS BY THE
COMPANY AND APPROVAL OF CERTAIN LEGAL MATTERS BY
COUNSEL TO THE COMPANY.
THE COMPANY HAS THE RIGHT, IN ITS SOLE DISCRETION, TO
ACCEPT OR REJECT SUBSCRIPTIONS IN WHOLE OR IN PART,
FOR ANY REASON OR FOR NO REASON. UNTIL _____________,
1999, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OPEN OFFER TO BUY INTO SECURITIES
OFFERED HEREBY A STATE IN WHICH, OR TO A PERSON TRUE,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE an
IMPLICATION THAT THERE HAS BEEN NO CHANGE in THE
INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE
THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS
prospectus WILL BE AMENDED OR SUPPLEMENTED
ACCORDINGLY FOR ALL EXISTING SHAREHOLDERS, AND FOR
ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET BEEN
ACCEPTED AS SHAREHOLDERS IN THE COMPANY.
THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY
MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF
MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN
AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR
MAKE A REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR
CONTAINED IN THIS PROSPECTUS; IF GIVEN OR MADE, SUCH
INFORMATION, REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
THE COMPANY IS NOT A REPORTING COMPANY. EACH PERSON
WHO RECEIVES A PROPSECTUS WILL HAVE AN OPPORTUNITY TO
MEET WITH REPRESENTATIVES OF THE COMPANY, DURING
NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST TO
THE COMPANY, IN ORDER TO VERIFY ANY OF THE
INFORMATION INCLUDED IN THIS PROSPECTUS AND TO OBTAIN
ADDITIONAL INFORMATION REGARDING THE COMPANY. IN
ADDITION, EACH SUCH PERSON WILL BE PROVIDED WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY
OF THE INFORMATION THAT IS INCORPORATED BY REFERENCE
IN THE PROSPECTUS AND THE ADDRESS (INCLUDING TITLE OR
DEPARTMENT) AND TELEPHONE NUMBER TO WHICH SUCH
REQUEST IS TO BE DIRECTED.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO
ACKNOWLEDGE IN THE SUBSCRIPTION AGREEMENT THAT THEY
HAVE READ THIS PROSPECTUS CAREFULLY AND THOROUGHLY,
THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL
INFORMATION; AND THEY DID SO TO THEIR SATISFACTION.
A maximum of 5,000,000 shares may be sold on a "best-
efforts" basis. All of the proceeds from the sale of
Shares will be placed in an interest-bearing escrow
account by 12 o'clock noon of the fifth business day
after receipt thereof, until the sum of $15,000.00,
the minimum offering, is received. If less than
$15,000.00 is received from the sale of the Shares
within 120 days of the date of this Prospectus, the
offer will remain open for another 120 days after
which all proceeds will be refunded promptly to
purchasers with interest and without deduction for
commission or other expenses. Subscribers will not
be able to obtain return of their funds while in
escrow. No commissions are anticipated.
No sales commission will be paid in connection with
the sales of these shares.
The Net Proceeds to the Company is before the payment
of certain expenses in connection with this offering.
See "Use of Proceeds."
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DETERMINATION OF OFFERING PRICE 4
DILUTION 5
PLAN OF DISTRIBUTION 6
LEGAL PROCEEDINGS 7
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 9
DESCRIPTION OF SECURITIES 10
INTEREST OF NAMED EXPERTS AND COUNSEL 11
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATIONFOR SECURITIES ACT LIABILITIES 12
ORGANIZATION WITHIN LAST FIVE YEARS 13
DESCRIPTION OF BUSINESS 14
PLAN OF OPERATION 15
DESCRIPTION OF PROPERTY 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 18
EXECUTIVE COMPENSATION 19
FINANCIAL STATEMENTS 20
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 21
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by
detailed information appearing elsewhere in this
prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached
Exhibits, in their entirety.
The Company
Mirex, Inc., a Nevada Corporation, has been granted
an agreement with Xaxon Immobilien und Anlagen
Consult GmbH, a German Corporation, to provide the
necessary financing to acquire and commence the
development of the Thousand Springs Ranches located
in Elko County, Nevada. These ranches are more fully
described in this business plan under the heading
Ranch Overview.
Mirex will arrange financing in an amount exceeding
$125,000,000 (One Hundred Twenty-five Million USD)
for Xaxon Immobilien und Anlagen Consult GmbH to
acquire the Thousand Springs Ranches and to begin its
development. For arranging the financing, Mirex will
be paid a fee equal to three and one-half percent of
the total loan amount.
The Thousand Springs Ranch sits on a natural aquifer,
which recharges itself at a rate of seventy to eighty
thousand acre-feet of water annually. The ranch and
its natural water rights, two hundred and forty
thousand acre feet of water, is usable annually. The
agreement between Mirex and Xaxon Immobilien und
Anlagen Consult GmbH will additionally name Mirex as
the Project Manager. As the Project Manager, Mirex
will assist in the development of a state of the art
hydroelectric dam at Twenty-one Mile Canyon on the
Thousand Springs Ranch. During its years of
international consulting, Mirex developed
associations with Bechtel Civil and Minerals, San
Francisco, Hochtief, Essen, Germany and the Tyssen
Companies of Frankfurt, Germany. These companies are
all capable of constructing the hydroelectric dam on
the Ranch. Mirex will submit the construction of the
dam to these companies on a design and build basis
and will accept bids from each of them. The
successful bidder will name Mirex as the Project
Manager and Mirex will be entitled to add to the base
contract an amount equal to seven and one-half
percent for the Project Management Fees.
The completed hydroelectric dam will be able to sell
the electricity generated by the dam onto an
electrical grid that supplies the seven Western
States, Washington, Oregon, California, Idaho,
Nevada, Utah and Arizona. Mirex has the exclusive
rights to negotiate and market the electricity
generated from the hydroelectric dam and will be paid
a brokerage fee.
The Offering
Shares of the Company will be offered at $0.004 per
Share. See "Plan of Distribution, page. The minimum
purchase required of an investor is $300.00. If all
the Shares offered are sold, the net proceeds to the
Company will be $20,000.00 less certain costs
associated with this offering. See "Use of
Proceeds." This balance will be used as working
capital for the Company.
Liquidity of Investment
Although the Shares will be "free trading," there is
no established market for the Shares and there may
not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk
Factors, page 8."
Risk Factors
An investment in the company involves risks due in
part to no previous operating history of Company, as
well as competition in this field of business. Also,
certain potential conflicts of interest arise due to
the relationship of the Company to management and
others. See "Risk Factors, page 8."
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE
IN NATURE AND INVOLVE A HIGH DEGREE OF RISK. THEY
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH
PROSPECTIVE INVESTOR SHOULD, PRIOR TO PURCHASE,
CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS
AMONG OTHER THINGS, AS WELL AS ALL OTHER INFORMATION
SET FORTH IN THIS PROSPECTUS.
Lack of Prior Operations and Experience
The Company has recently undergone reorganization,
has no revenues yet from operations and has no
assets. There can be no assurance that the Company
will generate revenues in the future; and there can
be no assurance that the Company will operate at a
profitable level. See "Business and Properties." If
the Company is unable to obtain customers and
generate sufficient revenues so that it can operate
at a profit, the Company's business will not succeed.
In such event, investors in the Shares may lose
their entire cash investment.
Influence of Other External Factors
International Consulting and International Finance
are speculative ventures involving substantial risk.
There is no certainty that the expenditures to be
made by the Company will result in commercially
profitable business. The marketability of
International Consulting and International Finance
will be affected by numerous factors beyond the
control of the Company. These factors include world
market fluctuations, the general state of the economy
(including the rate of inflation, and international
economic conditions) all of which can affect
investors and company's discretionary lending
policies, which can in turn affect the borrowing rate
for the loaned funds Xaxon Immobilien und Anlagen
Consult GmbH will require to complete its proposed
projects. The exact effect of these factors cannot
be accurately predicted, but the combination of these
factors may result in the Company not receiving an
adequate return on invested capital.
Regulatory Factors
Existing and possible future consumer legislation,
regulations and actions could cause additional
expense, capital expenditures, restrictions and
delays in the activities undertaken in connection
with the projects proposed and undertaken by Xaxon
Immobilien und Anlagen Consult GmbH., the extent of
which cannot be predicted.
Competition
The Company may experience substantial competition in
its efforts to locate the necessary loans for Xaxon
Immobilien und Anlagen Consult GmbH. Many
competitors in the areas of international finance
have greater experience, resources, and managerial
capabilities than the Company and may be in a better
position than the Company to obtain available loans
for their clients. There are a number of larger
companies that could compete with the Company. Such
competition could have a material adverse effect on
the Company's profitability.
Success of Management
Any potential investor is strongly cautioned that the
purchase of these securities should be evaluated on
the basis of: (i) the limited diversification of the
venture capital opportunities afforded to the
Company, (ii) the high-risk nature and limited
liquidity of the Company, and (iii) the Company's
ability to utilize funds for the successful
development and distribution of revenues as derived
by the revenues received by the Company's yet
undeveloped portfolio of clients, and any new
potentially profitable ventures, among other things.
The Company can offer no assurance that any
particular client and/or property under its
management contract will become successful.
Reliance on Management
The Company's success is dependent upon the hiring of
key technical personnel. None of the officers or
directors, or any of the other key personnel, has any
employment or non-compete agreement with the Company.
Therefore, there can be no assurance that the
personnel will remain employed by the Company.
Should any of these individuals cease to be
affiliated with the Company for any reason before
qualified replacements could be found, there could be
material adverse effects on the Company's business.
In addition, the officers and directors of the
Company will make all decisions with respect to the
management of the Company. Investors will only have
rights associated with minority ownership interest
rights to make decisions, which effect the Company.
The success of the Company, to a large extent, will
depend on the quality of the directors and officers.
Accordingly, no person should invest in the Shares
unless he is willing to entrust all aspects of the
management of the Company to the officers and
directors.
Lack of Diversification
The size of the Company makes it unlikely that the
Company will be able to commit its funds to the
acquisition of any major accounts until it has a
proven track record, and the Company may not be able
to achieve the same level of diversification as
larger entities engaged in this type of business.
No Cumulative Voting
Holders of the Common Stock are not entitled to
accumulate their votes for the election of directors
or otherwise. Accordingly, the holders of a majority
of the shares present at a meeting of shareholders
will be able to elect all of the directors of the
Company, and the minority shareholders will not be
able to elect a representative to the Company's board
of directors.
Absence of Cash Dividends
The Board of Directors does not anticipate paying
cash dividends on the Shares for the foreseeable
future and intends to retain any future earnings to
finance the growth of the Company's business. Payment
of dividends, if any, will depend, among other
factors, on earnings, capital requirements and the
general operating and financial condition of the
Company, and will be subject to legal limitations on
the payment of dividends out of paid-in capital.
Conflicts of Interest
The officers and directors have other interests to
which they devote substantial time, either
individually or through private enterprise,
partnerships and corporations in which they have an
interest, hold an office, or serve on boards of
directors, and each will continue to do so
notwithstanding the fact that management time may be
necessary to the business of the Company. As a
result, certain conflicts of interest may exist
between the Company and its officers and/or directors
which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the
area of corporate opportunities, which cannot be
resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved
only through exercise by the directors of such
judgment as is consistent with their fiduciary duties
to the Company. It is the intention of management,
so as to minimize any potential conflicts of
interest, to present first to the Board of Directors
to the Company, any proposed investments for its
evaluation.
Investment Valuation Determined by the Board of
Directors
The Company's Board of Directors is responsible for
valuation of the Company's investments. There are
wide ranges of values that are reasonable for an
investment for the Company's services. Although the
Board of Directors can adopt several methods for an
accurate evaluation, ultimately the determination of
fair value involves subjective judgment not capable
of substantiation by auditing standards. Accordingly,
in some instances it may not be possible to
substantiate by auditing standards the value of the
Company's investments. The Company's Board of
Directors will serve as the valuation committee,
responsible for valuing each of the Company's
investments. In connection with any future
distributions which the Company may make, the value
of the securities received by investors as determined
by the Board may not be the actual value that the
investors would be able to obtain even if they sought
to sell such securities immediately after a
distribution. In addition, the value of the
distribution may decrease or increase significantly
subsequent to the distributee shareholders' receipt
thereof, notwithstanding the accuracy of the Board's
evaluation.
Additional Financing May Be Required
Even if all of the 5,000,000 Shares offered hereby
are sold, the funds available to the Company may not
be adequate for it to be competitive in the areas in
which it intends to operate. There is no assurance
that additional funds will be available from any
source when needed by the Company for expansion; and,
if not available, the Company may not be able to
expand its operation as rapidly as it could if such
financing were available. The proceeds from this
Offering are expected to be sufficient for the
Company to become operational, and develop and market
its line of services. Additional financing could
possibly come in the form of debt/preferred stock.
If additional shares were issued to obtain financing,
investors in this offering would suffer a dilutive
effect on their percentage of stock ownership in the
Company. However, the book value of their shares
would not be diluted, provided additional shares are
sold at a price greater than that paid by investors
in this offering. The Company does not anticipate
having within the next 12 months any cash flow or
liquidity problems
Purchases by Affiliates
Certain officers, directors, principal shareholders
and affiliates may purchase, for investment purposes,
a portion of the Shares offered hereby, which could,
upon conversion, increase the percentage of the
Shares owned by such persons. The purchases by these
control persons may make it possible for the Offering
to meet the escrow amount.
No Assurance Shares Will Be Sold
The 5,000,000 Shares are to be offered directly by
the Company, and no individual, firm, or corporation
has agreed to purchase or take down any of the
shares. No assurance can be given that any or all of
the Shares will be sold.
Arbitrary Offering Price.
The Offering Price of the Shares bears no relation to
book value, assets, earnings, or any other objective
criteria of value. The Company has arbitrarily
determined them. There can be no assurance that, even
if a public trading market develops for the Company's
securities, the Shares will attain market values
commensurate with the Offering Price.
"Best Efforts" Offering
The Company, on a "best efforts" basis, offers the
Shares, and no individual, firm or corporation has
agreed to purchase or take down any of the offered
Shares. No assurance can be given that any or all of
the Shares will be sold. Provisions have been made
to deposit in escrow the funds received from the
purchase of Shares sold by the Company. In the event
that $15,000 is not received within one hundred
twenty (120) days of the effective date of this
Prospectus, the offer will be extended for another
120 days after which the proceeds so collected will
be refunded to investors without deducting sales
commissions or expenses. During this escrow period,
which may last up to two hundred forty (240) days,
subscribers will not have use of nor derive benefits
from their escrow funds.
No Public Market for Company's Securities.
Prior to the Offering, there has been no public
market for the Shares being offered. There can be no
assurance that an active trading market will develop
or that purchasers of the Shares will be able to
resell their securities at prices equal to or greater
than the respective initial public offering prices.
The market price of the Shares may be affected
significantly by factors such as announcements by the
Company or its competitors, variations in the
Company's results of operations, and market
conditions in the lending interest rates,
availability of loaned funds, and the world economy
in general. Movements in prices of stock may also
affect the market price in general. As a result of
these factors, purchasers of the Shares offered
hereby may not be able to liquidate an investment in
the Shares readily or at all.
Shares Eligible For Future Sale
All of the 1,020,000 Shares have been issued in
reliance on the private placement exemption under the
Securities Act of 1933, as amended ("Act"). 280,000
shares, held by management, will not be available for
sale in the open market without separate registration
except in reliance upon Rule 144 under the Act. In
general, under Rule 144 a person (or persons whose
shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at
least on year, including persons who may be deemed
Affiliates of the Company (as that term is defined
under the Act) would be entitled to sell within any
three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding
shares of common stock, or the average weekly
reported trading volume on all national securities
exchanges and through NASDAQ during the four calendar
weeks preceding such sale, provided that certain
current public information is then available. If a
substantial number of the Shares owned by management
were sold pursuant to Rule 144 or a registered
offering, the market price of the Common Stock could
be adversely affected.
Forward-Looking Statements.
This Prospectus contains "forward looking statements"
within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as
contemplated under the Private Securities Litigation
Reform Act of 1995, including statements regarding,
among other items, the Company's business strategies,
continued growth in the Company's markets,
projections, and anticipated trends in the Company's
business and the industry in which it operates. The
words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions
identify forward-looking statements. These forward-
looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the
Company's control. The Company cautions that these
statements are further qualified by important factors
that could cause actual results to differ materially
from those in the forward looking statements,
including those factors described under "Risk
Factors" and elsewhere herein. In light of these
risks and uncertainties, there can be no assurance
that the forward-looking information contained in
this Prospectus will in fact transpire or prove to be
accurate. All subsequent written and oral forward-
looking statements attributable to the Company or
persons acting on its behalf are expressly qualified
in their entirety by this section.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerized
systems use two digits rather than four to identify a
year. Date sensitive systems may recognize the year
2000 as 1900 or some other date, resulting in errors
when information using the year 2000 date is
processed. In addition, similar problems may arise
in some systems that use certain dates in 1999 to
represent something other than a date. The effects of
the Year 2000 issue may be experienced before, on, or
after January 1, 2000, and if not addressed, the
impact on operations and financial reporting may
range from minor errors to significant system
failure, which could affect the Company's ability to
conduct normal business operations. This creates
potential risk for all companies, even if their own
computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year
2000 issue affecting the Company, including those
related to the efforts of customers, suppliers, or
other third parties, will be fully resolved.
The Company's Year 2000 plans are based on
management's best estimates. Based on currently
available information, management does not believe
that the Year 2000 issues will have a material
adverse impact on the Company's financial condition
or results of operations; however, because of the
uncertainties in this area, no assurances can be
given in this regard.
USE OF PROCEEDS
Following the sale of the 5,000,000 Shares Offered by
the Company there will be a gross proceeds of $20,000
(less certain expenses of this offering). These
proceeds will be used to provide start-up and working
capital for the Company.
The following table sets forth the use of proceeds
from this offering (based on the minimum and maximum
offering amounts):
Use of Proceeds Minimum Offering Maximum Offering
Amount Percent Amount Percent
Transfer Agent Fee 600.00 4.0 % 800.00 4.0 %
Printing Costs 500.00 3.3 % 800.00 4.0 %
Legal Fees 7,500.00 50.0 % 7,500.00 37.5 %
Accounting Fees 575.00 3.8 % 575.00 2.9 %
Sales Commissions 0.00 0.0 % 0.00 0.0 %
Working Capital 5,825.00 38.8 % 10,325.00 51.6 %
Total 15,000.00 100.0 % 20,000.00 100.0 %
Management anticipates expending these funds for the
purposes indicated above. To the extent that
expenditures are less than projected, the resulting
balances will be retained and used for general
working capital purposes or allocated according to
the discretion of the Board of Directors. Conversely,
to the extent that such expenditures require the
utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from
other sources, including, but not limited to, general
working capital and/or external financing. The net
proceeds of this offering that are not expended
immediately may be deposited in interest or non-
interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial
paper, money market mutual funds, or similar
investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon the Company's
net worth, total asset value, or any other objective
measure of value based upon accounting measurements.
The offering price is determined by the Board of
Directors of the Company and was determined
arbitrarily based upon the amount of funds needed by
the Company to start-up the business, and the number
of shares that the initial shareholders were willing
to allow to be sold.
DILUTION
"Net tangible book value" is the amount that results
from subtracting the total liabilities and intangible
assets of an entity from its total assets. "Dilution"
is the difference between the public offering price
of a security and its net tangible book value per
Share immediately after the Offering, giving effect
to the receipt of net proceeds in the Offering. As
of July 31, 1999, the net tangible book value of the
Company was $3,000.00 or $0.004 per Share. Giving
effect to the sale by the Company of all offered
Shares at the public offering price, the pro forma
net tangible book value of the Company would be
$23,000.00 or $0.004 per Share, which would represent
an immediate increase of $0 in net tangible book
value per Share and $___0__ per Share dilution per
share to new investors. Dilution of the book value
of the Shares may result from future share offerings
by the Company.
The following table illustrates the pro forma per
Share dilution:
Assuming
Maximum
Shares Sold
Offering Price (1) $0.004
Net tangible book value per
share before Offering (2) $0.004
Increase Attributable to
purchase of stock by new
investors (3) $ 0
Net tangible book value per
Share after offering (4) $0.004
Dilution to new investors (5) $ 0
Percent Dilution to new
investors (6,7) 0%
(1) Offering price before deduction of offering
expenses, calculated on a "Common Share Equivalent"
basis.
(2) The net tangible book value per share before the
offering ($0.004) is determined by dividing the
number of Shares outstanding prior to this offering
into the net tangible book value of the Company.
(3) The net tangible book value after the offering
is determined by adding the net tangible book value
before the offering to the estimated proceeds to the
Corporation from the current offering (assuming all
the Shares are subscribed), and dividing by the
number of common shares outstanding.
(4) The net tangible book value per share after the
offering ($0.004) is determined by dividing the
number of Shares that will be outstanding, assuming
sale of all the Shares offered, after the offering
into the net tangible book value after the offering
as determined in note 3 above.
(5) The Increase Attributable to purchase of stock
by new investors is derived by taking the net
tangible book value per share after the offering
($0.0046) and subtracting from it the net tangible
book value per share before the offering ($0.004) for
an increase of $__.006______.
(6) The dilution to new investors is determined by
subtracting the net tangible book value per share
after the offering ($_.0046_____) from the offering
price of the Shares in this offering ($0.004), giving
a dilution value of ($0).
(7) The Percent Dilution to new investors is
determined by dividing the Dilution to new investors
($0.0006) by the offering price per Share ($0.0004)
giving a dilution to new investors of 5.08%.
PLAN OF DISTRIBUTION
The Company will sell a maximum of 5,000,000 Shares
of its common stock, par value $.001 per Share to the
public on a "best efforts" basis. The minimum
purchase required of an investor is $300.00. There
can be no assurance that any of these Shares will be
sold. The gross proceeds to the Company will be
$20,000.00 if all the Shares offered are sold. No
commissions or other fees will be paid, directly or
indirectly, by the Company, or any of its principals,
to any person or firm in connection with solicitation
of sales of the shares, certain costs are to be paid
in connection with the offering (see "Use of
Proceeds"). The public offering price of the Shares
will be modified, from time to time, by amendment to
this Prospectus, in accordance with changes in the
market price of the Company's common stock. These
securities are offered by the Company subject to
prior sale and to approval of certain legal matters
by counsel.
Opportunity to Make Inquiries.
The Company will make available to each Offeree,
prior to any sale of the Shares, the opportunity to
ask questions and receive answers from the Company
concerning any aspect of the investment and to obtain
any additional information contained in this
Memorandum, to the extent that the Company possesses
such information or can acquire it without
unreasonable effort or expense.
Execution of Documents.
Each person desiring to subscribe to the Shares must
complete, execute, acknowledge, and deliver to the
Company a Subscription Agreement, which will contain,
among other provisions, representations as to the
investor's qualifications to purchase the common
stock and his ability to evaluate and bear the risk
of an investment in the Company. By executing the
subscription agreement, the subscriber is agreeing
that if the Subscription Agreement is accepted by the
Company, such a subscriber will be a shareholder in
the Company and will be otherwise bound by the
Articles of Incorporation and the bylaws of the
Company in the form attached to this Prospectus.
Promptly upon receipt of subscription documents by
the Company, it will make a determination as to
whether a prospective investor will be accepted as a
shareholder in the Company. The Company may reject a
subscriber's Subscription Agreement for any reason.
Subscriptions will be rejected for failure to conform
to the requirements of this Prospectus (such as
failure to follow the proper subscription procedure),
insufficient documentation, over subscription to the
Company, or such other reasons other as the Company
determines to be in the best interest of the Company.
If a subscription is rejected, in whole or in part,
the subscription funds, or portion thereof, will be
promptly returned to the prospective investor without
interest by depositing a check (payable to said
investor) in the amount of said funds in the United
States mail, certified returned-receipt requested.
Subscriptions may not be revoked, cancelled, or
terminated by the subscriber, except as provided
herein.
LEGAL PROCEEDINGS
The Company is not a party to any material pending
legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been
threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The names, ages, and respective positions of the
directors, officers, and significant employees of the
Company are set forth below. All of these persons
have held their positions since May 19, 1999. There
are no other persons who can be classified as a
promoter or controlling person of the Company.
Lewis Eslick.
Mr. Eslick, age 60. 1991 - Present: Director and
President of the issuer since its inception February
28, 1986. Since August of 1995 he has been an owner
and served as Geschaeftsfuehrer (Managing Director)of
Xaxon Immobilien und Anlagen Consult GmbH. Under Mr.
Eslick's direction, the company was awarded full 34-C
License, which allows every business except banking
operations. The Company consults with major
development companies of the European Economic
Community and the United States.
Prior to that, Mr. Eslick was Chief Executive Officer
of Travel Masters. Under his direction he developed
strategy, Pro-forma and the structure to establish a
central reservation complex to replace Airline City
Ticketing Offices utilizing Electronic Ticket
Delivery Networks (ETDN) which eventually led to what
is now referred to as ticket-less travel.
1986 to 1993: Chief Executive Officer of Mirex, Inc.
While serving as President of this international
consulting firm, he was responsible for several
successful negotiations on behalf of Bechtel
Engineering and Minerals including the following:
A twelve berth harbor (Mawan Harbor) at the mouth the
Pearl River to accommodate ocean cargo vessels of up
to 50,000 DWT.
Assisted in locating and obtaining financing for the
Mawan Port Facility. With the assistance of Triad
Enterprises S.A. and Banco Arabe de Espanole, secured
a Bank Commitment in the amount of $375,000,000 USD
with very favorable interest rates and set off
payments of the principal for the projects.
The Shenzhen Petro-Chemical Refinery with an
operating capacity of 68,000 barrels per day.
Negotiated an Industrial Development Revenue Bond
with the State of Nevada on behalf on Mirex, Inc. in
the amount of $12,000,000 USD for special projects.
1983 to 1986: Mr. Eslick conceptualized and delivered
to E.F. Hutton the plan for what is now known as
Reservoir Inadequacy Insurance, the methods by which
investors are protected against inadequate oil
reserves or dry wells. Developed and co-authored
with Lloyds of London, the syndication that backed
these policies.
1981 to 1983: Project manager for Rosendin Electric
overseeing the complete wiring of the building that
tracks the Space Shuttle for Lockheed;
1979 to 1981: Managing Director of Interface
lndrocarbuare, Inc. S.A. A Corporation having offices
in Geneva, Switzerland, and Konigswinter, West
Germany that actively traded in the international
spot oil market.
Mr. Eslick has served as an Officer or Director of
Corporate Tours and Travel, Inc., Vista Medical
Terrace, Inc., Tri-Star Capital Corp., Tesera Capital
Corp. and Mutual Oil of America, Inc., Publicly
traded Companies.
1955 to 1958: Served in the US Navy as an Aviation
Electronics Technician. Honorable Discharge.
Attended and graduated High school in Marysville,
California.
Resume: Leslie B. Eslick
1991 to present: Director and Vice President of the
issuer since its inception February 28,1986. Since
August of 1995 she has been an owner and served as
Geschaeftsfuehrina (Asst. Managing Director) of Xaxon
Immobilien und Anlagen Consult GmbH. Ms. Eslick
assisted in obtaining for the company a full 34-C
License which allows operations in every business
except banking operations. The Company consults with
major development companies of the European Economic
Community and the United States.
Prior to that Ms. Eslick was Assistant to the
Chairman of Travel Masters. She aided in the
development of strategy, proforma and the structure
to establish a central reservation complex to replace
Airline City Ticketing Offices utilizing Electronic
Ticket Delivery Networks (ETDN).
1986 to 1993: Director and Vice President of Mirex,
Inc. While serving as Vice President of this
international consulting firm, she assisted with
several successful negotiations on behalf of Bechtel
Engineering and Minerals including the following:
A twelve berth harbor to accommodate ocean cargo
vessels of up to 50,000 DWT. at Mawan Harbor.
The Shenzhen Petro-Chemical Refinery with an
operating capacity of 68,000 barrels per day.
Assisted with the arrangement for financing of the
Mawan Port Facility with the assistance of Triad
Enterprises S.A., Banco Arabe de Espanole.
Assisted in the negotiation of an Industrial
Development Revenue Bond with the State of Nevada on
behalf on Mirex, Inc. in the amount of $12,000,000
USD for special projects.
1983 to 1986: Assisted with the conceptualization and
delivery to E.F. Hutton a plan for what is now known
as Reservoir Inadequacy Insurance, the method by
which investors are protected against inadequate oil
reserves or dry wells.
1979 to 1981: Assistant Managing Director of
Interface Idrocarbure, a corporation with offices in
Geneva, Switzerland, and Konigswinter, West Germany.
The company actively traded in the international
spot oil market.
1974 to 1978: Buyer for Ladies and Children wear for
Sherwood Swans stores in the San Francisco bay area.
Education: University of California at Berkley.
Leslie Eslick has served as an Officer and Director
in the following companies, Corporate Tours & Travel
and Vista Medical Terrace.
PATSY HARDING
Patsy Harding, Age 58. 1996 to present Mrs. Harting
has been a Phlebotomist working in the Intensive Care
Unit and the laboratory at Inlow Hospital, Chico,
California. Mrs. Harting's duties consist of the
normal activities associated with the care of the
critically ill and post surgery patients.
Prior to that, during the years from 1983 until 1996,
Mrs. Harting was the owner of PJ's Red Onion, a very
successful restaurant located at 6047 Clark Road,
Paradise California. She operated a thriving
business and supplied specialty pies to the largest
restaurants in Chico and Orville California for over
twelve years. Mrs. Harting sold her business
interests in the early part of 1996.
Mrs. Harting has served as an Officer or Director of
Corporate Tours and Travel, Inc. and Vista Medical
Terrace, Publicly traded Companies.
Education: Nurses Training, Oakland, California
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the date of
this Prospectus, the outstanding Shares of common
stock of the Company owned of record or beneficially
by each person who owned of record, or was known by
the Company to own beneficially, more than 5% of the
Company's Common Stock, and the name and share
holdings of each officer and director and all
officers and directors as a group.
Title of Name of Benenficial Amount and Percent of
Class Owner Nature of Class
Beneficial
Owner
Common
Stock Lewis M. Eslick 100,000 9.804%
Common
Stock Paul J.C. Eslick 90,000 8.824%
Common
Stock Thelma L. Murphy 80,000 7.843%
Common
Stock Darryl Murphy 80,000 7.843%
Common
Stock Milton Sills 80,000 7.843%
Common
Stock Darrel Apel 80,000 7.843%
Common
Stock Leslie B. Eslick 100,000 9.804%
Common
Stock Marice Lindberg 90,000 8.824%
Common
Stock Tammy I. Vega 80,000 7.843%
Common
Stock Patsy L. Harting 80,000 7.843%
Common
Stock Howard Stiebel 80,000 7.843%
Common
Stock Kathryn Stiebel 80,000 7.843%
Other than the Shares owned by Lewis Eslick, Leslie
B. Eslick and Patsy L. Harting no other officers or
directors of the Company own any of the Shares.
Officers, Directors or existing shareholders do not
have the right to acquire any amount of the Shares
within sixty days from options, warrants, rights,
conversion privilege, or similar obligations.
DESCRIPTION OF SECURITIES
General Description
The securities being offered are shares of common
stock. The Articles of Incorporation authorize the
issuance of 100,000,000 shares of common stock, with
a par value of $0.001. The holders of the Shares: (a)
have equal ratable rights to dividends from funds
legally available therefore, when, as, and if
declared by the Board of Directors of the Company;
(b) are entitled to share ratably in all of the
assets of the Company available for distribution upon
winding up of the affairs of the Company; (c) do not
have preemptive subscription or conversion rights and
there are no redemption or sinking fund applicable
thereto; and (d) are entitled to one non-cumulative
vote per share on all matters on which shareholders
may vote at all meetings of shareholders. These
securities do not have any of the following rights:
(a) cumulative or special voting rights; (b)
preemptive rights to purchase in new issues of
Shares; (c) preference as to dividends or interest;
(d) preference upon liquidation; or (e) any other
special rights or preferences. In addition, the
Shares are not convertible into any other security.
There are no restrictions on dividends under any loan
other financing arrangements or otherwise. See a copy
of the Articles of Incorporation, and amendments
thereto, and Bylaws of the Company, attached as
Exhibit B, Exhibit B-1 and C respectively, to this
Form SB-2. As of the date of this Form SB-2, the
Company has 1,020,000 Shares of common stock
outstanding.
Non-Cumulative Voting
The holders of Shares of Common Stock of the Company
do not have cumulative voting rights, which means
that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can
elect all of the directors to be elected, if they so
choose. In such event, the holders of the remaining
Shares will not be able to elect any of the Company's
directors.
Dividends
The Company does not currently intend to pay cash
dividends. The Company's proposed dividend policy is
to make distributions of its revenues to its
stockholders when the Company's Board of Directors
deems such distributions appropriate. Because the
Company does not intend to make cash distributions,
potential shareholders would need to sell their
shares to realize a return on their investment. There
can be no assurances of the projected values of the
shares, nor can there be any guarantees of the
success of the Company.
A distribution of revenues will be made only when, in
the judgment of the Company's Board of Directors, it
is in the best interest of the Company's stockholders
to do so. The Board of Directors will review, among
other things, the investment quality and
marketability of the securities considered for
distribution; the impact of a distribution of the
investee's securities on its customers, joint venture
associates, management contracts, other investors,
financial institutions, and the company's internal
management, plus the tax consequences and the market
effects of an initial or broader distribution of such
securities.
Possible Anti-Takeover Effects of Authorized but
Unissued Stock
Upon the completion of this Offering, the Company's
authorized but unissued capital stock will consist of
45,000,000 shares (assuming the entire offering is
sold) of common stock. One effect of the existence
of authorized but unissued capital stock may be to
enable the Board of Directors to render more
difficult or to discourage an attempt to obtain
control of the Company by means of a merger, tender
offer, proxy contest, or otherwise, and thereby to
protect the continuity of the Company's management.
If, in the due exercise of its fiduciary obligations,
for example, the Board of Directors were to determine
that a takeover proposal was not in the Company's
best interests, such shares could be issued by the
Board of Directors without stockholder approval in
one or more private placements or other transactions
that might prevent, or render more difficult or
costly, completion of the takeover transaction by
diluting the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder
group, by creating a substantial voting block in
institutional or other hands that might undertake to
support the position of the incumbent Board of
Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
Transfer Agent
The Company intends to engage the services of Pacific
Stock Transfer Company, P.O. Box 93385 Las Vegas,
Nevada 89193 (702) 361-3033 Fax (702) 732-7890
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent
basis.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of the Company will have personal
liability to the Company or any of its stockholders
for monetary damages for breach of fiduciary duty as
a director involving any act or omission of any such
director since provisions have been made in the
Articles of Incorporation limiting such liability.
The foregoing provisions shall not eliminate or limit
the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a
knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the
payment of dividends in violation of Section 78.300
of the Nevada Revised Statutes or, (v) for any
transaction from which the director derived an
improper personal benefit.
The By-laws provide for indemnification of the
directors, officers, and employees of the Company in
most cases for any liability suffered by them or
arising out of their activities as directors,
officers, and employees of the Company if they were
not engaged in willful misfeasance or malfeasance in
the performance of his or her duties; provided that
in the event of a settlement the indemnification will
apply only when the Board of Directors approves such
settlement and reimbursement as being for the best
interests of the Corporation. The Bylaws, therefore,
limit the liability of directors to the maximum
extent permitted by Nevada law (Section 78.751).
The officers and directors of the Company are
accountable to the Company as fiduciaries, which
means they are required to exercise good faith and
fairness in all dealings affecting the Company. In
the event that a shareholder believes the officers
and/or directors have violated their fiduciary duties
to the Company, the shareholder may, subject to
applicable rules of civil procedure, be able to bring
a class action or derivative suit to enforce the
shareholder's rights, including rights under certain
federal and state securities laws and regulations to
recover damages from and require an accounting by
management. Shareholders who have suffered losses in
connection with the purchase or sale of their
interest in the Company in connection with such sale
or purchase, including the misapplication by any such
officer or director of the proceeds from the sale of
these securities, may be able to recover such losses
from the Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act")
may be permitted to directors, officers and
controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are the
officers and directors as disclosed elsewhere in this
Form SB-2. None of the promoters have received
anything of value from the registrant.
DESCRIPTION OF BUSINESS
Executive Summary Mirex, Inc., a Nevada Corporation,
has an agreement with Xaxon Immobilien und Anlagen
Consult GmbH, a German Corporation, to provide the
necessary financing to acquire and commence the
development of the Thousand Springs Ranches located
in Elko County, Nevada. These ranches are more fully
described in this business plan under the heading
Ranch Overview.
Mirex intends to arrange financing in the amount of
$125,000,000 (One Hundred Twenty-five Million USD)
for Xaxon Immobilien und Anlagen Consult GmbH to
acquire the Thousand Springs Ranches and begin their
development. For arranging the financing, Mirex will
be paid a fee equal to three and one-half percent of
the total loan amount. This fee will equate to
approximately $4,375,000 (Four Million Three Hundred
Seventy-five Thousand USD).
The Thousand Springs Ranch sits on a natural aquifer
which recharges itself at a rate of seventy to eighty
thousand acre-feet of water annually. The ranch and
its natural water rights, two hundred and forty
thousand acre feet of water, is usable annually. The
agreement between Mirex and Xaxon Immobilien und
Anlagen Consult GmbH will additionally name Mirex as
the Project Manager. As the Project Manager, Mirex
will assist in the development of a state of the art
hydroelectric dam at Twenty-one Mile Canyon on the
Thousand Springs Ranch. During its years of
international consulting, Mirex developed
associations with Bechtel Civil and Minerals, San
Francisco, Hochtief, Essen, Germany and the Tyssen
Companies of Frankfurt, Germany. These companies are
all capable of constructing the hydroelectric dam on
the Ranch. Mirex will submit the construction of the
dam to these companies on a design and build basis
and will accept bids from each of them. The
successful bidder will name Mirex as the Project
Manager and Mirex will be entitled to add to the base
contract an amount equal to seven and one-half
percent for the Project Management Fees.
The completed hydroelectric dam will be able to sell
the electricity generated by the dam onto an
electrical grid that supplies the seven Western
States, Washington, Oregon, California, Idaho,
Nevada, Utah and Arizona. Mirex has the exclusive
rights to negotiate and market the electricity
generated from the hydroelectric dam and will be paid
a brokerage fee.
The water located on the ranch will be pumped into a
reservoir that will be created behind the
hydroelectric dam. From the reservoir, the water
will be used for the needs of the ranch and for
irrigation of the alfalfa fields through subsurface
irrigating systems. The reservoir is located in some
of the most beautiful mountainous landscape in
Northeastern Nevada. The Agreement between Mirex,
Inc. and Xaxon Immobilien und Anlagen Consult GmbH
will authorize Mirex to develop, as the Project
Manager, a resort area adjacent to the reservoir. In
the winter the resort will offer skiing on snow packs
comparable to Aspen, or Snow Bird in Colorado and
during the summer families can enjoy swimming, water
skiing and all activities associated with a lake
environment, Lake Tahoe, Lake Mead etc.
Xaxon Immobilien und Anlagen Consult GmbH intends to
market a portion of the Water Rights from the ranch.
Mirex will be given the opportunity to be granted
the first right of refusal to acquire the water
rights that the ranch will market at a price of
$2,000 (two thousand dollars) per acre-foot. Water
Rights in this area could be sold to mining
operations located in the Carlen Mining District at
prices ranging from two thousand five hundred to
three thousand dollars per acre-foot thus proving to
be a very lucrative contract for Mirex.
Company /Business Summary
Mirex, Inc., a Nevada Corporation, has be given the
opportunity to enter into an agreement with Xaxon
Immobilien und Anlagen Consult GmbH, a German
Corporation, to provide the necessary financing to
acquire and commence the development of the Thousand
Springs Ranches located in Elko County, Nevada. These
ranches are more fully described in this business
plan under the heading Ranch Overview.
Mirex intends to arrange financing in the amount of
$125,000,000 (One Hundred Twenty-five Million USD)
for Xaxon Immobilien und Anlagen Consult GmbH to
acquire the Thousand Springs Ranches and begin their
development. For arranging the financing, Mirex will
be paid a fee equal to three and one-half percent of
the total loan amount. This fee will equate to
approximately $4,375,000 (Four Million Three Hundred
Seventy-five Thousand USD).
The Thousand Springs Ranch sits on a natural aquifer
which recharges itself at a rate of seventy to eighty
thousand acre-feet of water annually. The ranch and
its natural water rights, two hundred and forty
thousand acre feet of water, is usable annually. The
intended agreement between Mirex and Xaxon Immobilien
und Anlagen Consult GmbH will additionally name Mirex
as the Project Manager. As the Project Manager, Mirex
will assist in the development of a state of the art
hydroelectric dam at Twenty-one Mile Canyon on the
Thousand Springs Ranch. During its years of
international consulting, Mirex developed
associations with Bechtel Civil and Minerals, San
Francisco, Hochtief, Essen, Germany and the Tyssen
Companies of Frankfurt, Germany. These companies are
all capable of constructing the hydroelectric dam on
the Ranch. Mirex will submit the construction of the
dam to these companies on a design and build basis
and will accept bids from each of them. The
successful bidder will name Mirex as the Project
Manager and Mirex will be entitled to add to the base
contract an amount equal to seven and one-half
percent for the Project Management Fees.
The completed hydroelectric dam will be able to sell
the electricity generated by the dam onto an
electrical grid that supplies the seven Western
States, Washington, Oregon, California, Idaho,
Nevada, Utah and Arizona. Mirex has the exclusive
rights to negotiate and market the electricity
generated from the hydroelectric dam and will be paid
a brokerage fee.
The water located on the ranch will be pumped into a
reservoir that will be created behind the
hydroelectric dam. From the reservoir, the water
will be used for the needs of the ranch and for
irrigation of the alfalfa fields through subsurface
irrigating systems. The reservoir is located in some
of the most beautiful mountainous landscape in
Northeastern Nevada. The Agreement between Mirex,
Inc. and Xaxon Immobilien und Anlagen Consult GmbH
will authorize Mirex to develop, as the Project
Manager, a resort area adjacent to the reservoir. In
the winter the resort will offer skiing on snow packs
comparable to Aspen, or Snow Bird in Colorado and
during the summer families can enjoy swimming, water
skiing and all activities associated with a lake
environment, Lake Tahoe, Lake Mead etc.
Xaxon Immobilien und Anlagen Consult GmbH intends to
market a portion of the Water Rights from the ranch.
Mirex will be given the opportunity to be granted
the first right of refusal to acquire the water
rights that the ranch will market at a price of
$2,000 (two thousand dollars) per acre-foot. Water
Rights in this area could be sold to mining
operations located in the Carlen Mining District at
prices ranging from two thousand five hundred to
three thousand dollars per acre-foot thus proving to
be a very lucrative contract for Mirex.
Financial Objectives
Mirex Inc., intends to raise enough capital to
finance the negotiations and necessary fees for legal
representation while acquiring the necessary
financing for Xaxon Immobilien und Anlagen Consult
GmbH to purchase the Thousand Springs Ranches. From
the brokerage fees received, Mirex will have
sufficient funds to support the subsequent portions
of its agreement with Xaxon Immobilien und Anlagen
Consult GmbH. As each of these projects is
completed, Mirex will realize substantial profits.
Company Background
Mirex, Inc., a Nevada Corporation was organized
February 28, 1986 as an International Consulting
Company. Under the leadership of it's two founders,
Lewis Eslick and Leslie Eslick the business
flourished. Mirex entered into a consulting contract
with Bechtel Civil and Minerals to assist Bechtel in
acquiring a contract to construct a portion of the
Mawan Harbor at the mouth of the Pearl River in
Shenzhen, China.
The first phase of this contract consisted of a 12
berth harbor to accommodate ocean cargo vessels of up
to 50,000 Dead Weight Tons. The cost was
approximately $191,000,000 (One Hundred Ninety-one
Million USD).
The second phase of the Mawan Harbor Project was the
Shenzhen Petro-Chemical Refinery with an operating
capacity of 68,000 barrels per day. This Petro-
Chemical Refinery was to be constructed at a cost of
approximately $184,000,000 (One Hundred Eighty-four
Million USD).
Mirex was then requested to assist in the
construction of the Mawan Port Facility. Mirex, Inc.,
with the assistance of Triad Enterprises S.A.,
Villars Sur Glane, Switzerland, arranged a loan with
Banco Arabe de Espanole in an amount of $375,000,000
(Three Hundred Seventy-five Million USD) with very
favorable interest rates and a set off payment of the
principal for five years.
Mirex has also negotiated with the State of Nevada
for an Industrial Development Revenue Bond in an
amount of Twelve million Three Hundred Thousand
Dollars for the manufacturing of antique and classic
automobiles. The manufacturer of these antique and
classic automobiles was an Outside Equipment
Manufacturer and the completed automobile carried the
Ford Motor Company New Car Warrantee.
Legal Structure and Ownership
The company is organized as a Nevada Corporation,
which has filed all the necessary paperwork with the
Secretary of State of Nevada to gain its corporate
certificate and all appropriate permits.
Executive Summary: The Ranch
History:
Sierra Pacific Power Company of Nevada originally
accumulated the ranches over a span of ten years.
Their intent was to develop three geothermal
electrical power generation plants of major size to
deliver the generated electricity to the Power Grid
for the Seven Western United States. To accomplish
this, approximately 285 water wells were drilled and
the water rights perfected. Sierra Pacific Power of
Nevada expended in excess of $35,500,000 in the
acquisition and development of the ranch. The
geothermal water temperatures were not sufficiently
hot enough to operate the electrical generation
systems. For various reasons, the Power Company
elected to abandon the project and sell the ranch.
Location:
The ranch is located in Elko County, Nevada, in the
northeasterly corner of the State. The Nevada, Utah
State line is the eastern boundary of the ranch,
fifty-three miles west is the approximate crest of
the Snake Mountains, which is the western border. The
southern boundary of the ranch begins approximately
twenty-four miles north of Wells, Nevada at the crest
of the Snake Mountains and runs in a southeasterly
direction to the foothills of Pilot Peak at the
Nevada, Utah State line. The northern boundary of the
ranch begins approximately thirty-eight miles north
of Wells, Nevada at the crest of the Snake Mountains
and runs in a north easterly direction to the crest
of the Bald Mountains and then due east to the
Nevada, Utah State line, sixty-three miles north of
the southern boundary.
The Water Rights:
In the State of Nevada water rights are measured in
acre-feet. One-Acre Foot is one foot of waters over
one acre of land. With the ownership of the deeded
acreage of the Ranch, there are 241,991.16 acre-feet
of water with unrestricted use divided into the
following categories:
Decreed, historical naturally occurring,
Springs, Creeks, Rivers, etc. 24,398.10
acre-feet Certificated, naturally occurring that has
been enhanced and is of proven beneficial use.
6,594.06 acre-feet
Permitted developed, wells, dams, and reservoirs.
11,000.00 acre-feet
Permitted, developed, wells. 200,000.00 acre-
feet
TOTAL WATER RIGHTS: 241,991,16 acre-feet
The 261,161+/- acres of the Titled Ownership Deeded
lands control all the water rights located on the
Ranch.
Vegetation & Topography:
The vegetation and topography of the ranch is
diverse. Desert half-shrub sites characterize the far
south end adjacent to the Nevada Utah State line. The
northerly and center sections of the ranch are
dominated by sagebrush and bunchgrass sites. There
are several high elevation peaks in the center and
western portions of the ranch many of which approach
7,000 feet above sea level and support highly
productive ecological sites. Twenty One-Mile Canyon,
the site chosen for the hydroelectric dam and its
reservoir is located in the central easterly portion
of the ranch amidst a pristine mountainous area.
These mountain peaks offer some of the best ski
slopes in the Western United States.
DESCRIPTION OF PROPERTY
The Company does not currently own any property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or proposed
transactions to which the registrant was or is to be
a party, in which any of the named persons set forth
in Item 404 of Regulation SB had or is to have a
direct or indirect material interest.
MARKET FOR COMMON EQUITY ANDRELATED STOCKHOLDER
MATTERS
The Shares have not previously been traded on any
securities exchange. At the present time, there are
no assets available for the payment of dividends on
the Shares.
EXECUTIVE COMPENSATION
(a) No officer or director of the Company is
receiving any remuneration at this time.
(b) There are no annuity, pension or retirement
benefits proposed to be paid to officers, directors,
or employees of the corporation in the event of
retirement at normal retirement date pursuant to any
presently existing plan provided or contributed to by
the corporation or any of its subsidiaries.
(c) No remuneration is proposed to be in the future
directly or indirectly by the corporation to any
officer or director under any plan, which is
presently existing.
FINANCIAL STATEMENTS
The Financial Statements required by Item 310 of
Regulation S-B are attached as Exhibit 99.1 to this
Form SB-2.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Since the inception of the Company on February
28,1986, the principal independent accountant for the
Company has neither resigned (or declined to stand
for reelection) nor been dismissed. The independent
accountant for the Company is Barry L. Friedman. Mr.
Friedman was engaged by the Company on or about June
24, 1999.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus
under the heading "Disclosure of Commission Position
on Indemnification for Securities Act Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the
Prospectus under the heading "Use of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
None.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B,
and an index thereto, are attached.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers
or sells securities, a post-effective amendment to
this registration statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement; and Notwithstanding the
forgoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation From the low or high
end of the estimated maximum offering range may be
reflected in the form of prospects filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities
Act, treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
(d) Provide to the underwriter at the closing
specified in the underwriting agreement certificates
in such denominations and registered in such names as
required by the underwriter to permit prompt delivery
to each purchaser.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling
persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a
director, officer or controlling person of the small
business issuer in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the small
business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
EXHIBIT A
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
Board of Directors July 16, 1999
Mirex, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of
Mirex, Inc. (A Development Stage Company), as of June
30, 1999, December 31, 1998, and December 31, 1997,
and the related statements of operations,
stockholders' equity and cash flows for the period
January 1, 1999, to June 30, 1999, and the two years
ended December 31, 1998, and December 31, 1997, and
the period February 28, 1986 (inception) to June 30,
1999. These financial statements are the
responsibility of the Company's management. My
responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Mirex, Inc. (A Development
Stage Company), as of June 30, 1999, December 31,
1998, and December 31, 1997, and the related
statements of operations, stockholders' equity and
cash flows for the period January 1, 1999, to June
30, 1999, and the two years ended December 31, 1998,
and December 31, 1997, and the period February 28,
1986 (inception) to June 30, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been
prepared assuming the Company will continue as a
going concern. As discussed in Note #5 to the
financial statements, the Company has suffered
recurring losses from operations and has no
established source of revenue. This raises
substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these
matters is described in Note #5. These financial
statements do not include any adjustments that might
result from the outcome of this uncertainty.
___________________________
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
June December December
30, 1999 31, 1998 31, 1997
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30 December December
1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances
(Note #5) $ 800 $ 700 $ 600
TOTAL CURRENT
LIABILITIES $ 800 $ 700 $ 600
STOCKHOLDERS'
EQUITY: (Note #4)
Common stock
Par value $0.001
Authorized
50,000,000 shares
Issued and outstanding
at
December 31, 1997
1,020,000 shares $ 1,020
December 31, 1998 - $ 1,020
1,020,000 shares
June 30, 1999 -
1,020,000 shares $ 1,020
Additional Paid
In Capital 401,231 401,231 401,231
Deficit accumulated
during development
stage -403,051 -402,951 -402,851
TOTAL STOCKHOLDERS'
EQUITY -800 -700 -600
TOTAL LIABILITIES
ANDSTOCKHOLDERS'
EQUITY 0 0 0
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1 Year Year Feb 28, 1986
1999, to Ended Ended (Inception)
June 30 Dec 31 Dec 31 to June 30
1999 1998 1997 1999
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling
and Administrative $ 100 $ 100 $ 100 $ 10,211
TOTAL EXPENSES $ 100 $ 100 $ 100 $ 10,211
NET PROFIT/LOSS (-)
FROM OPERATIONS $-100 $ -100 $-100 $ -10,211
Loss on sale of
stock 0 0 0 -392,840
Net Income/Loss
(-) $ -100 $-100 $-100 $-403,051
Net Profit/Loss
(-)per weighted
share (Note 1) $ .0001 $ .0001 $ .0001 $ -.3951
Weighted average
Number of common
shares
outstanding 1,020,000 1,020,000 1,020,000 1,020,000
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance
December 31
1996 1,020,000 $ 1,020 $401,231 $-402,751
Net loss year
ended
December 31
1997 -100
Balance
December 31
1997 1,020,000 $ 1,020 $ 401,231 $ -402,851
Net Loss
Year Ended
December 31
1998 -100
Balance
December 31
1998 1,020,000 $ 1,020 $ 401,231 $ -402,951
Net Loss
January 1
1999 to
June 30
1999 -100
Balance
June 30
1999 1,020,000 $ 1,020 $ 401,231 $ -403,051
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan 1 Year Year Feb 28
1999 to Ended Ended 1986
June 30 Dec 31 Dec 31 Inception
1999 1998 1997 to June
30 1999
Cash Flows from
Operating Activities
Net Loss $ -100 $ -100 $ -100 $ -403,051
Adjustment to
Reconcile net loss
Common Stock
Issued for Stock in
Mutual Oil of
America, Inc. 0 0 0 +402,251
Changes in assets and
Liabilities Increase
In Current Liabilities
Officers Advances +100 +100 +100 +800
Net cash used in
Operating activities 0 0 0 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities 0 0 0 0
Net Increase (decrease) 0 0 0 +0
Cash
Beginning of period 0 0 0 0
Cash, End of Period 0 0 0 0
See accompanying notes to financial statements &
audit report
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999, December 31, 1998, and December 31,
1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 28, 1986, under
the laws of the State of Nevada as Mirex, Inc. The
Company currently has no operations and in accordance
with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the
accrual method.
Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements
and the reported amounts of revenue and expenses
during the reporting period. Actual results could
differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-
interest-bearing bank that currently does not exceed
federally insured limits. For the purpose of the
statements of cash flows, all highly liquid
investments with the maturity of three months or less
are considered to be cash equivalents. There are no
cash equivalents as of June 30, 1999.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Income Taxes
Income taxes are provided for using the liability
method of accounting in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset
or liability is recorded for all temporary difference
between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company were amortized
on a straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128
(SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to
common stockholders by the weighted average number of
common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents
had been converted to common stock. As of June 30,
1999, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal
year-end.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software
may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a
system failure or miscalculations causing disruption
of normal business activities.
The company's potential software suppliers have
verified that they will provide only certified "Year
2000" compatible software for all of the company's
computing requirements. Because the company's
products and services are sold to the general public
with no major customers, the company believes that
the "Year 2000" issue will not pose significant
operational problems and will not materially affect
future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period
ended December 31, 1998, due to the net loss and no
state income tax in Nevada, the state of the
Company's domicile and operations. The Company's
total deferred tax asset as of December 31, 1998, is
as follows:
Net operation loss carry forward $ 10,211
Valuation allowance $ 10,211
Net deferred tax asset $ 0
The federal net operating loss carry forward will
expire from 2006 to 2018.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation
consists of 50,000,000 shares with a par value $.001
per share.
Preferred Stock
The Corporation has no preferred stock.
On March 7, 1986, the Company issued 1,700 shares of
its no par value common stock for consideration of
168,417 shares of Mutual Oil Of America, Inc. valued
at $402,251.00.
On October 17, 1996, the State of Nevada approved the
Company's restated Articles of Incorporation, which
increased its capitalization from 2,500 Common Shares
to 50,000,000 Common Shares. The No Par Value of the
common shares was changed to $0.001.
On October 17, 1996, the company forward split it's
common stock 600:1, thus increasing the number of
outstanding common shares from 1,700 shares to
1,020,000 shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable
to a going concern which contemplates the realization
of assets and liquidation of liabilities in the
normal course of business. However, the Company does
not have significant cash or other material assets,
nor does it have an established source of revenues
sufficient to cover its operating costs and to allow
it to continue as a going concern. The
stockholders/officers and or directors have committed
to advancing the operating costs of the Company
interest free.
Mirex, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999, December 31, 1998, and December 31,
1997
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or
personal property. An officer of the corporation
provides office services without charge. Such costs
are immaterial to the financial statements and
accordingly, have not been reflected therein. The
officers and directors of the Company are involved in
other business activities and may in the future,
become involved in other business opportunities. If a
specific business opportunity becomes available, such
persons may face a conflict in selecting between the
Company and their other business interests. The
Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to
acquire any additional share of common stock.
To Whom It May Concern: July 16, 1999
The firm of Barry L. Friedman, P.C., Certified Public
Accountant consents to the inclusion of their report
of July 16, 1999, on the Financial Statements of
Mirex, Inc., as of June 30, 1999, in any filings that
are necessary now or in the near future with the U.S.
Securities and Exchange Commission.
Very truly yours,
___________________________
Barry L. Friedman
Certified Public Accountant
SIGNATURES
In accordance with the requirements of the Securities
Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and
authorized this registration statement to be signed
on its behalf by the undersigned, thereunto duly
authorize, in the City of Las Vegas, State of Nevada,
on September _______, 1999.
MIREX, INC.
By: /s/ Lewis M. Eslick
Lewis M. Eslick, President
Special Power of Attorney
The undersigned constitute and appoint Lewis M.
Eslick their true and lawful attorney-in-fact and
agent with full power of substitution, for him and in
his name, place, and stead, in any and all
capacities, to sign any and all amendments, including
post-effective amendments, to this Form SB-2
Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every
act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents
and purposes as he might or could do in person,
hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done
by virtue hereof.
In accordance with the requirements of the Securities
Act of 1933, this registration statement has been
signed by the following persons in the capacities and
on the dates stated:
Signature Title Date
/s/ Lewis M. Eslick President (Principal September __
Lewis M. Eslick Executive Officer) 1999
and Director
/s/ Leslie Eslick Secretary and September __
Leslie Eslick Director 1999
/s/ Patsy Harding Treasurer (Principal September __
Patsy Harding Financial and 1999
Accounting Officer)
EXHIBIT B-1
MIREX, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have voluntarily associated
ourselves together for the purpose of forming a
corporation under the laws of the State of Nevada
relating to general corporations, and we do hereby
certify:
ARTICLE I
That the name of this corporation is:
MIREX, INC.
ARTICLE II
That the principal office of this corporation is to
be located in the City of Reno, County of Washoe,
State of Nevada, at 350 South Center Street, Suite
350, and the mailing address shall be 350 South
Center Street, Suite 350, Reno, NV 89501; but the
corporation may maintain an office in such towns,
cities, and places within and without the State of
Nevada as the Board of Directors may from time to
time determine, or as may be designated by the Bylaws
of the said corporation. The resident agent of the
corporation will be RODNEY E. SUMPTER1 whose address
is 350 South Center Street, Suite 350, Reno, Nevada
89501.
ARTICLE III
That the nature of business, proposed to be
transacted, promoted or corporation are mining and
exploration or objects, or purposes, carried on by
this and production of national resources and any other
lawful business.
ARTICLE IV
That the total amount of authorized capital stock of
this corporation is Two Thousand Five Hundred (2,500)
shares said stock to be of no par value. Such stock
may be issued from time to time without action by the
stockholders, for such consideration as may be fixed
from time to time by the Board of Directors, and
shares so issued, shall be deemed fully paid stock,
and the holder of such shares shall not be liable for
any further payment thereon.
ARTICLE V
That the members of the governing board of this
corporation shall be styled directors; if there are
fewer than three (3) stockholders, the number of
directors may be less than three but not less than
the number of stockholders, the names and addresses
of the first Board of Directors are:
NAMES ADDRESSES
LEWIS MELFORD ESLICK 6425 Meadow country Drive
Reno, Nevada 89509
LESLIE BETH ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
ARTICLE VI
The capital stock of this corporation shall not be
subject to assessment to pay debts of the
corporation, and no paid-up stock and no stock issued
as fully paid shall ever be assessable or assessed.
The Articles of Incorporation shall not be amended in
this particular.
ARTICLE VII
The names and post office addresses of the
incorporators of this corporation are:
NAMES ADDRESSES
LEWIS MELFORD ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
LESLIE ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
ARTICLE VIII
The period of existence of this corporation shall be
perpetual, subject only to termination by action of
its stockholders or by the effect of law.
ARTICLE IX
No shareholder may sell, assign, or otherwise
transfer his shares and certificate or certificates
of stock, or any part thereof, except to a spouse or
direct family member, or by gift to other
shareholders or their spouses, unless it is first
offered to the corporation or the other shareholders
upon the following terms and conditions:
a. For a period of thirty-one (31) days after
notice, the corporation shall have the option to
purchase all or any part of the shares to be sold,
assigned or otherwise transferred, at the price and
upon the terms offered by the selling stockholder.
b. To the extent the corporation does not exercise
its option as herein provided, the other shareholders
shall have an option for an additional period of
thirty-one (31) days to purchase all or any part of
the shares to be sold, assigned or otherwise
transferred at the offering price thereof, each
shareholder in the same proportion that the number of
owns bears to the total number of shares of stock of
the same class then issued and outstanding, excluding
the shares offered to be sold.
c. If neither the corporation nor shareholders shall
exercise their option to purchase the stock available
under the terms of this Article, those shares may be
sold by the holder thereof to anyone at the price not
less than that upon which they were offered to the
corporation or other shareholders. If any of the
said shares are offered for sale to others for a
price lower than offered to the corporation or other
shareholders, the corporation and other shareholders
shall again have the options to purchase all or any
part thereof at the lower offering price before said
shares, or any part thereof, may be sold to the
public at said lower offering price.
ARTICLE X
The directors shall have the power to make and alter
the Bylaws of the corporation. Bylaws made by the
Board of Directors under the powers so conferred may
be altered, amended or repealed by the Board of
Directors or by the stockholders at any meeting
called and held for that purpose.
ARTICLE XI
All transactions and acts by the Board of Directors
shall be accomplished by a majority of the Board of
Directors in the management of the business and
affairs of the corporation, and the Board of
Directors shall have the power to authorize the seal
of the corporation to be affixed to all papers which
may require it.
IN WITNESS WHEREOF, we have hereunto set our hands
and executed these presents on the days set forth
adjacent to our respective signatures.
February 28, 1986 s/ Lewis Melford Eslick
2/28/1986 s/ Leslie Beth Eslick
STATE OF NEVADA )
ss.
COUNTY OF WASHOE ).
On this 28 day of February, 1986, personally appeared
before me, a Notary Public in and for the County of
Washoe, State of Nevada, LEWIS MELFORD ESLICK and
LESLIE BETH ESLICK, known to me to be the persons
described in and who executed the foregoing
instrument, who acknowledged to me that they executed
the same freely and voluntarily and for the uses and
purposes therein mentioned.
S/ Rodney Sumpter
Notary Public
EXHIBIT B-2
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
MIREX, INC.
(Nevada Corporation Number C-1418-1986)
(THE CORPORATION)
We the undersigned, Lewis M. Eslick (President) and
Leslie B. Eslick (Secretary) of the Corporation do
hereby certify: That the board of Directors of the
Corporation at a meeting duly convened and held on the
7th day of September, 1996, adopted a resolution to
amend the original articles as follows:
ARTICLE IV IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourth: Capital Stock
Classes and Number of Shares. The total number of
shares of all classes of stock, which the corporation
shall have authority to issue is Fifty Million
(50,000,000), consisting of Fifty Million
(50,000,000) shares of Common Stock, par value of
$0.001 per share (The "Common Stock")
Powers and Rights of Common Stock
Preemptive Right. No shareholders of the Corporation
holding common stock shall have any preemptive or
other right to subscribe for any additional un-issued
or treasury shares of stock or for other securities
of any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of
any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized
by the Corporation;
Voting Rights and Powers. With respect to all matters
upon which stockholders are entitled to vote or to
which stockholders are entitled to give consent, the
holders of the outstanding shares of the Common Stock
shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock
standing in his/her name;
Dividends and Distributions
Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time
to time out of assets of funds of the Corporation
legally available therefor;
Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the
Common Stock;
Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Restated Articles of Incorporation,
each share of the Common Stock shall have identical
powers, preferences and rights, including rights in
liquidation;
Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions
pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed, from time to
time, by the Board of Directors in it's sole
discretion, authority to do so being hereby expressly
vested in such board.
Issuance of the Common Stock. The Board of Directors
of the Corporation may from time to time authorize by
resolution the issuance of any or all shares of the
Common Stock herein authorized in accordance with the
terms and conditions set forth in these Restated
Articles of Incorporation for such purposes, in such
amounts, to such persons, corporations, or entities,
for such consideration and in the case of the
Preferred Stock, in one or more series, all as the
Board of Directors in it's discretion may determine
and without any vote or other action by the
stockholders, except as otherwise required by law.
The Board of Directors, from time to time, also may
authorize, by resolution, options, warrants and other
rights convertible into Common or Preferred stock
(collectively "securities.") The securities must be
issued for such consideration, including cash,
property, or services, as the Board or Directors may
deem appropriate, subject to the requirement that the
value of such consideration be no less than the par
value if the shares issued. Any shares issued for
which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of
such shares shall not be liable for any further call
or assessment or any other payment thereon, provided
that the actual value of such consideration is not
less that the par value of the shares so issued. The
Board of Directors may issue shares of the Common
Stock in the form of a distribution or distributions
pursuant to a stock divided or split-up of the shares
of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
Cumulative Voting. Except as otherwise required by
applicable law, there shall be no cumulative voting
on any matter brought to a vote of stockholders of
the Corporation.
ARTICLE V IS HEREBY AMENDED TO READ AS FOLLOWS:
Fifth: Governing Board of Directors
The business and affairs of the Corporation shall be
managed by and under the direction of the Board of
Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Fourth hereof in
connection with rights to elect additional directors
under specified circumstances, which may be granted
to the holders of the exact number of directors of
the Corporation shall be determined from time to time
by a bylaw or amendment thereto, providing that the
number of directors shall not be reduced to less than
three (3). The directors holding office at the time
of the filing of these Restated Articles of
Incorporation shall continue as directors until the
next annual meeting and/or until their successors are
duly chosen.
ARTICLE IX IS HEREBY AMENDED TO READ AS FOLLOWS:
Ninth: Shareholders' Right To Sell and/or Transfer
Stock
Any shareholders' may sell, assign, or otherwise
transfer their shares and certificate or certificates
of stock, or any part thereof.
The aforesaid changes and amendments have been
consented to and approved by a majority vote of the
stockholders holding at least a majority of each
class of stock outstanding and entitled to vote
thereon.
s/ Lewis M. Eslick s/ Leslie B. Eslick, Secretary
STATE OF NEVADA }
}SS
COUNTY OF WASHOE }
The undersigned Notary Public certified, deposes and
states Lewis M. Eslick and Leslie B. Eslick,
personally appeared before me and executed the
foregoing on behalf of the Corporation as it's
President and Secretary respectively, this 7th day of
October 1996.
By: _______________________________
Notary Public in and for said
Washoe County, State of Nevada
EXHIBIT C
Bylaws of Mirex, Inc.
Nevada Registration Number C1418-1986
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the
Corporation shall maintain a principal office. The
location of the principal office may be changed by
the Board of Directors. The Corporation also may have
offices in such other places as the Board may from
time to time designate. The location of the initial
principal office of the Corporation shall be
designated by resolution.
Article II
Shareholders Meetings
Annual Meetings
1. The annual meeting of the shareholders of the
Corporation shall be held at such place within or
without the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be
held on the first Monday of April of each year. If
such day is a legal holiday, the meeting shall be on
the next business day. This meeting shall be for the
election of Directors and for the transaction of such
other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those
regulated by statute, may be called by the President
upon written request of the holders of 50% or more of
the outstanding shares entitled to vote at such
special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting,
the purpose or purposes for which it is called, and
the name of the person by whom or at whose direction
the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the
place, day, and hour of the meeting, and in the case
of a special meeting, the purpose or purposes for
which the meeting is called, which shall be delivered
not less than ten or more than fifty days before the
date of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such
meeting.
If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the
books of the Corporation, with postage thereon prepaid.
Attendance at the meeting shall constitute a waiver of
notice thereof.
4. Place of Meeting
The Board of Directors may designate any place,
either within or without the State of Nevada, as the
place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place
for the holding of such meeting. If no designation is
made, or if a special meeting is otherwise called,
the place of meeting shall be the principal office of
the Corporation.
5. Record Date
The Board of Directors may fix a date not less than
ten nor more than fifty days prior to any meeting as
the record date for the purpose of determining
shareholders entitled to notice of and to vote at
such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated
period not to exceed fifty days for the purpose of
determining shareholders entitled to receive payment
of and dividend, or in order to make a determination
of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the
Corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the
meeting from time to time without further notice. At
a meeting resumed after any such adjournment at which
a quorum shall be present or represented, any
business may be transacted, which might have been
transacted at the meeting as originally noticed.
7. Voting
A holder of an outstanding shares, entitled to vote
at a meeting, may vote at such meeting in person or
by proxy. Except as may otherwise be provided in the
currently filed Articles of Incorporation, every
shareholder shall be entitled to one vote for each
share standing in his name on the record of
shareholders. Except as herein or in the currently
filed Articles of Incorporation otherwise provided,
all corporate action shall be determined by a
majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to
vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may
vote in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-
fact. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting.
No proxy shall be valid after six months from the
date of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so
taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the
subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be
managed by it's Board of Directors. The Board if
Directors may adopt such rules and regulations for
the conduct of their meetings and the management of
the Corporation as they appropriate under the
circumstances. The Board shall have authority to
authorize changes in the Corporation's capital
structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a
number between one and five, as the Directors may by
resolution determine from time to time. Each of the
Directors shall hold office until the next annual
meeting of shareholders and until his successor shall
have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be
held without other notice than by this Bylaw,
immediately after and, at the same place as the
annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and
place for the holding of additional regular meetings
without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be
called by order of the Chairman of the Board or the
President. The Secretary shall give notice of the
time, place and purpose or purposes of each special
meeting by mailing the same at least two days before
the meeting or by telephone, telegraphing or
telecopying the same at least one day before the
meeting to each Director. Meeting of the Board of
Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of
business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as
adjourned, without further notice. At any meeting at
which every Director shall be present, even though
without any formal notice any business may be
transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each
Director shall have one vote. The act of a majority
of Directors present at a meeting shall be the act of
the full Board of Directors, provided that a quorum
is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed
to exist in the case of death, resignation, or
removal of any Director, or if the authorized number
of Directors is increased, or if the shareholders
fail, at any meeting of the shareholders, at which
any Director is to be elected, to elect the full
authorized number of Directors to be elected at that
meeting.
8. Removals
Directors may be removed, at any time, by a vote of
the shareholders holding a majority of the shares
outstanding and entitled to vote. Such vacancy shall
be filled by the Directors entitled to vote. Such
vacancy shall be filled by the Directors then in
office, though less than a quorum, to hold office
until the next annual meeting or until his successor
is duly elected and qualified, except that any
directorship to be filled by election by the
shareholders at the meeting at which the Director is
removed. No reduction of the authorized number of
Directors shall have the effect of removing any
Director prior to the expiration of his term of
office.
9. Resignation
A director may resign at any time by delivering
written notification thereof to the President or
Secretary of the Corporation. A resignation shall
become effective upon it's acceptance by the Board of
Directors; provided, however, that if the Board of
Directors has not acted thereon within ten days from
the date of it's delivery, the resignation shall be
deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a
meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to
have assented to the action(s) taken unless his
dissent shall be placed in the minutes of the meeting
or unless he shall file his written dissent to such
action with the person acting as the secretary of the
meeting before the adjournment thereof or shall
forward such dissent by registered mail to the
secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of
such action.
11. Compensation
By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in
any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority
of the Directors are incapacitated or otherwise
unable to attend the meetings and function as
Directors, the remaining members of the Board of
Directors shall have all the powers necessary to
function as a complete Board, and for the purpose of
doing business and filling vacancies shall constitute
a quorum, until such time as all Directors can attend
or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from it's own number
a Chairman of the Board, who shall preside at all
meetings of the Board of Directors, and shall perform
such other duties as may be prescribed from time to
time by the Board of Directors. The Chairman may by
appointment fill any vacancies on the Board of
Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President,
one or more Vice Presidents, and a Secretary
Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other
Officers and assistant Officers as may be deemed
necessary may be elected or appointed by the Board of
Directors. In it's discretion, the Board of Directors
may leave unfilled for any such period as it may
determine any office except those of President and
Secretary. Any two or more offices may be held by the
same person. Officers may or may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the
Board of Directors shall be elected annually by the
Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the
shareholders. If the election of Officers shall not
be held at such meeting, such election shall be held
as soon thereafter as convenient. Each Officer shall
hold office until his successor shall have been duly
elected and shall have qualified or until his death
or until he shall resign or shall have been removed
in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a
written resignation either to the President or to the
Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of
Directors whenever in it's judgment the best
interests Corporation will be served thereby, but
such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
Election or appointment of an Officer or agent shall
not of itself create contract rights. Any such
removal shall require a majority vote of the Board of
Directors, exclusive of the Officer in question if he
is also a Director.
5. Vacancies
A vacancy in any office because of death,
resignation, removal, disqualification or otherwise,
or is a new office shall be created, may be filled by
the Board of Directors for the un-expired portion of
the term.
6. President
The president shall be the chief executive and
administrative Officer of the Corporation. He shall
preside at all meetings of the stockholders and, in
the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such
duties as customarily pertain to the office of
President and shall have general and active
supervision over the property, business, and affairs
of the Corporation and over it's several Officers,
agents, or employees other than those appointed by
the Board of Directors. He may sign, execute and
deliver in the name of the Corporation powers of
attorney, contracts, bonds and other obligations, and
shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the
Bylaws.
7. Vice President
The Vice President shall have such powers and perform
such duties as may be assigned to him by the Board of
Directors or the President. In the absence or
disability of the President, the Vice President
designated by the Board or the President shall
perform the duties and exercise the powers of the
President. A Vice President may sign and execute
contracts any other obligations pertaining to the
regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors
and, to the extent ordered by the Board of Directors
or the President, the minutes of meeting of all
committees. He shall cause notice to be given of
meetings of stockholders, of the Board of Directors,
and of any committee appointed by the Board. He shall
have custody of the corporate seal and general charge
of the records, documents and papers of the
Corporation not pertaining to the performance of the
duties vested in other Officers, which shall at all
reasonable times be open to the examination of any
Directors. He may sign or execute contracts with the
President or a Vice President thereunto authorized in
the name of the Corporation and affix the seal of the
Corporation thereto. He shall perform such other
duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the
collection and disbursement of funds of the
Corporation. He shall endorse on behalf of the
Corporation for collection check, notes and other
obligations, and shall deposit the same to the credit
of the Corporation in such bank or banks or
depositories as the Board of Directors may designate.
He may sign, with the President or such other persons
as may be designated for the purpose of the Board of
Directors, all bills of exchange or promissory notes
of the Corporation. He shall enter or cause to be
entered regularly in the books of the Corporation
full and accurate account of all monies received and
paid by him on account of the Corporation; shall at
all reasonable times exhibit his books and accounts
to any Director of the Corporation upon application
at the office of the Corporation during business
hours; and, whenever required by the Board of
Directors or the President, shall render a statement
of his accounts. He shall perform such other duties
as may be prescribed from time to time by the Board
of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall
have such powers as may be assigned to them by the
Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the
Board of Directors, except that the Board of
Directors may delegate to any person or group of
persons the power to fix the salaries or other
compensation of any subordinate Officers or agents.
No Officer shall be prevented from receiving any such
salary or compensation by reason of the fact the he
is also a Director of the Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any
Officer or agent of the Corporation shall execute to
the Corporation a bond in such sums and with such
surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of
his duties to the Corporation, including
responsibility for negligence and for the accounting
for all property, monies or securities of the
Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of
and on behalf of the Corporation and such authority
may be general or confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of
the Corporation, no negotiable paper or other
evidence of it's obligation under any loan or advance
shall be issued in it's name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated
or transferred as security for the payment of any
loan, advance, indebtedness or liability of the
Corporation unless and except as authorized by the
Board of Directors. Any such authorization may be
general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or
other depositories as the Board of Directors may
select, or as may be selected by an Officer or agent
of the Corporation authorized to do so by the Board
of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements
and evidence of indebtedness of the Corporation shall
be signed by such Officer or Officers or such agent
or agents of the Corporation and in such manner as
the Board of Directors from timer to time may
determine. Endorsements for deposits to the credit of
the Corporation in any of it's duly authorized
depositories shall be made in such manner as the
Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation
shall be in the form of an appropriate legal writing,
which shall be signed by the President or Vice
President and by the Treasurer or by the Secretary,
and sealed with the seal of the Corporation. The seal
may be facsimile, engraved or printed. Where such
bond or debenture is authenticated with the manual
signature of an authorized Officer of the Corporation
or other trustee designated by the indenture of trust
or other agreement under which such security is
issued, the signature of any of the Corporation's
Officers named thereon may be facsimile. In case any
Officer who signed, or whose facsimile signature has
been used on any such bond or debenture, shall cease
to be an Officer of the Corporation for any reason
before the same has been delivered by the
Corporation, such bond or debenture may nevertheless
by adopted by the Corporation and issued and
delivered as though the person who signed it or whose
facsimile signature has been used thereon had not
ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and
signed by the President. The signatures of such
Officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation
itself or one of it's employees. All certificates for
shares shall be consecutively numbered or otherwise
identified. The name and address of the person to
whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be
entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled except
that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made
only on the stock transfer books of the Corporation
by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for
such shares. The person in whose name shares stand on
the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have
the power to appoint one or more transfer agents and
registrars for the transfer and registration of
certificates of stock of any class, and may require
that stock certificates shall be countersigned and
registered by one or more of such transfer agents and
registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to
replace any certificate theretofore issued by it
alleged to have been lost or destroyed. The Board of
Directors may require the owner of such a certificate
or his legal representative to give the Corporation a
bond in such sum and with such sureties as the Board
of Directors may direct to indemnify the Corporation
as transfer agents and registrars, if any, against
claims that may be made on account of the issuance of
such new certificates. A new certificate may be
issued without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the
holder thereof, in fact, and shall not be bound to
recognize any equitable or other claim to or on
behalf of this Corporation to any and all of the
rights and powers incident to the ownership of such
stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consents
on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers
incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers
upon any other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for
any obligations of the Corporation or for any duties
or obligations arising out of any acts or conduct of
said Officer or Director performed for or on behalf
of the Corporation. The Corporation shall and does
hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any
time hereafter as a Director or Officer of the
Corporation from and against any and all claims,
judgments and liabilities to which such persons shall
become subject by reason of his having heretofore or
hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to
have heretofore or hereafter taken or omitted to have
been taken by him as such Director or Officer, and
shall reimburse each such person for all legal and
other expenses reasonably incurred by him in
connection with any such claim or liability,
including power to defend such persons from all suits
or claims as provided for under the provisions of the
Nevada Revised Statutes; provided, however, that no
such persons shall be indemnified against, or be
reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing
to any person under the foregoing provisions of this
section shall not exclude any other right to which he
may lawfully be entitled, nor shall anything herein
contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper
case, even though not specifically herein provided
for. The Corporation, it's Directors, Officers,
employees and agents shall be fully protected in
taking any action or making any payment, or in
refusing so to do in reliance upon the advice of
counsel.
Article VIII
Notice
Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the
provisions of the Articles of Incorporation, or under
the provisions of the Nevada Statutes, a waiver
thereof in writing signed by the person or persons
entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to
the giving of such notice. Attendance at any meeting
shall constitute a waiver of notice of such meetings,
except where attendance is for the express purpose of
objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or
new Bylaws adopted by a majority of the entire Board
of Directors at any regular or special meeting. Any
Bylaw adopted by the Board may be repealed or changed
by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and
may be varied by resolution of the Board of
Directors.
Article XI
Dividends
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends
payable out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a
circle and shall bear the name of the Corporation and
the year of incorporation per sample affixed hereto.
Friday, March 7, 1986
Mirex, Inc.
By:______________________________
Lewis M. Eslick, President