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 88-0216167
(State or (Primary Standard Industrial IRS Employer
Jurisdiction of Classification Code Number) Identification
Incorporation or No.
Organization)
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)
Lewis Eslick, 8452 Boseck Drive, Suite 272, Las Vegas, Nevada 89145;
(702)228-4688
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 Amount to be Proposed Proposed Amount of
each class registered maximum maximum registration
of offering aggretate fee
securities price per offering
to be 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
Initial Public Offering
Prospectus
Mirex, Inc.
5,000,000 shares Common Stock
$0.004 per share
Mirex, Inc.
8452 Boseck Drive
Suite 272
Las Vegas, NV 89145
Mirex Inc., is an international consulting company. It has
ontracted with Xaxon Immobilien und Anlagen Consult GmbH, a German
Company, to obtain initial financing in an amount of $125,000,000.
Xaxon desires to acquire the Thousand Springs Ranches located
In northeastern Nevada. The ranch consists of over 1,000,000
contiguous acres with over 200,000-acre feet of water. Upon
successful funding, Mirex will receive a fee of 3.5% of the total
financing package. Mirex will be installed as project manager for
the proposed resort and hydroelectric dam located within the ranch
complex. As the project manager Mirex will be entitled to a fee
equal to 7.5% of the contract. Mirex is to be paid a commission of
10% for sales of generated electricity and 6% for arranging
a lease on the water rights of the ranch to any third party.
This is our Initial Public Offering and no public market
currently exists for our shares. The offering price may not
reflect the market price of our shares after the offering.
The Offering
Per Share Total
Public Price $0.004 $20,000
Underwriting
Discounts $0.000 0.000
Proceeds to
Mirex, Inc. $0.004 $20,000
This investment involves a high degree of risk. You should
purchase shares only if you can afford a complete loss. See "Risk
Factors" on page 1.
Neither the Securities and Exchange Commission nor any State
Securities Commission has approved nor disapproved these
securities, or determined if this prospectus is truthful or
complete.
This prospectus does not constitute an offer to sell or a
solicitation to buy securities in any state where an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that state.
A maximum of 5,000,000 shares may be sold as a direct offering by
Mirex. All of the proceeds from the sale of shares will be
placed in a segregated bank trust account by 12 o'clock noon of
the fifth business day after receipt, 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. If the minimum offering is not reached,
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 trust.
No sales commission will be paid in connection with the sales of
these shares.
The net proceeds to Mirex is before the payment of certain
expenses in connection with this offering. These expenses are
explained in the Use of Proceeds section of this prospectus.
Table of Contents Page
Prospectus Summary 1
Risk Factors 1
Use of Proceeds 3
Determination of Offering Price 4
Dilution 4
Plan of Distribution 5
Legal Proceedings 6
Directors, Executive Officers, Promoters and Control Persons 6
Security Ownership of Certain Beneficial Owners And Management 7
Description of Securities 8
Interest of Named Experts and Counsel 8
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 9
Organization within last five years 9
Description of Business 9
Business Summary 10
Description of Property 11
Certain Relationships and Related Transactions 11
Market for Common Equity and Related Stockholder Matters 11
Executive Compensation 12
Changes in and disagreements with accountants
on Accounting and Financial Disclosure 12
Financial Statements 13
PROSPECTUS SUMMARY
The Company
Mirex, Inc. a Nevada corporation was formed on February 28,
1986. Our company's offices are located at 8452 Boseck Drive,
Suite 272, Las Vegas, Nevada 89145.
Mirex, an international consulting company, has consulted for
Bechtel Civil and Minerals, San Francisco, and developed
associations with Hochtief AG Germany's largest construction
company, Thyssen AG a major industrial and trading company and
Nanhai Oil Shenzhen Development and Service Corporation of China.
In May 1999 Mirex entered into an agreement with Xaxon Immobilien
und Anlagen Consult GmbH, a German corporation, to provide
financing to acquire and commence the development of the Thousand
Springs Ranches located in Elko County, Nevada.
For the initial financing of $125,000,000 (One Hundred Twenty-
five Million USD) Mirex will be paid a fee equal 3.5% of the
total loan amount. Mirex has been named the project manager for
future development of the Thousand Springs Ranches. Mirex will
be entitled fees of 7.5% of the total costs. A hydroelectric dam
and a water theme resort are to be the major developments on the
ranch.
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 will have the
right to negotiate and market the electricity generated from the
dam and will be paid a brokerage fee.
The Offering
If Mirex achieves the maximum offering there will be 5,000,000
shares of common stock outstanding.
If Mirex achieves the minimum offering there will be 3,750,000
shares of common stock outstanding.
There are no derivative shares outstanding.
The shares of Mirex 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 Mirex will be $20,000.00 less certain costs
associated with this offering. See "Use of Proceeds." The
balance will be used as working capital.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE
AND INVOLVE A HIGH DEGREE OF RISK. ONLY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT SHOULD PURCHASE THEM. 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.
Mirex has lack of experience in the field of project management.
Mirex has recently undergone reorganization, has no revenues from
operations and has no assets. There is no assurance that Mirex
will generate revenues in the future or that Mirex will operate
at a profitable level. If Mirex is unable to generate sufficient
revenues so that it can operate at a profit, our company's
business will not succeed. Investors may lose their entire cash
investment.
Mirex may fail to obtain loans for Xaxon Immobilien und Anlagen
Consult GmbH.
Mirex may experience substantial competition in its efforts to
locate the necessary loans for Xaxon Immobilien und Anlagen
Consult GmbH. Many competitors in international finance have
greater experience, resources, and managerial capabilities than
our company and may be in a better position than Mirex to obtain
available loans for their clients.
Reliance on the management of Mirex could jeopardize your
investment.
The investor is relying on the management of Mirex to obtain the
financing for it's client Xaxon Immobilien und Anlagen Consult
GmbH. Mirex must rely on key technical personnel that it must
hire if it is to be successful in its contract as project
manager. None of the officers or directors, or any of the other
key personnel have any employment or non-compete agreement with
Mirex. If any of these individuals cease to be affiliated with
Mirex for any reason before qualified replacements could be found,
there could be significant adverse effects on our company's
business.
Officers and directors may have conflicts of interest with Mirex.
The following describes a possible conflict of interest of the
officers and directors:
Mr. Lewis Eslick is the president of Mirex, Inc. and the managing
director of Xaxon Immobilien und Anlagen Consult GmbH. Mirex,
Inc. was dependent upon Xaxon Immobilien und Anlagen Consult GmbH
for the contracts it was awarded. Mr. Eslick's position in these
companies could be considered a conflict of interest.
Mrs. Leslie Eslick is the secretary of Mirex, Inc. and the
assistant managing director of Xaxon Immobilien und Anlagen
Consult GmbH. This relationship between Mirex, Inc., and Xaxon
Immobilien und Anlagen Consult GmbH may present a conflict of
interest.
Mrs. Patsy Harting has no conflicts of interest.
Mirex may require additional financing
Even if all of the 5,000,000 shares offered are sold additional
financing may be required. The funds available to Mirex may not
be adequate for it achieve its first contract for funding. There
is no assurance that additional funds will be available from any
other source when needed by Mirex. Additional financing might
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 Mirex. 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.
Additional purchases of Mirex, Inc., common stock by affiliates
There is no intent or plan for the affiliates of the company to
acquire any additional shares of Mirex's common stock to reach
the minimum offering.
The shares of this offering are to be sold by Mirex.
The 5,000,000 shares are to be offered directly by Mirex, and no
individual, firm, or corporation has agreed to purchase any of
the shares. No assurance can be given that any or all of the
shares will be sold.
Mirex has determined the offering price of the shares.
The offering price of the shares bears no relation to book value,
assets, earnings, or any other objective criteria of value. Mirex
has arbitrarily determined the price. There is no assurance that,
even if a public trading market develops for the Mirex's
securities, the shares will attain market values equal to the
offering price.
Mirex may not be able to develop a public market for it's
securities.
Prior to this initial public offering, there has been no public
market for the shares being offered. Mirex can give 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 initial public offering price.
Purchasers of the shares may not be able to liquidate their
investment readily or at all.
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 Mirex'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 our
company, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
Mirex'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 our company's financial condition or results of
operations. Because of the uncertainties in this area, Mirex can
give no assurances in this regard.
USE OF PROCEEDS
Following the sale of the 5,000,000 shares offered by Mirex there
would be gross proceeds of $20,000 (less certain expenses of this
offering). These proceeds will be used to provide start-up and
working capital for Mirex.
Table I describes the amount of funds collected from this
offering and the costs that will be incurred to complete the
offering (based on the minimum and maximum offering amounts):
Table I
Use of proceeds for cost Minimum Percent of Maximum Percent of
Of the offering Offering Offering
Offering amounts 15,000 100% 20,000 100%
Costs associated with completing the offering
Transfer agents fees $ 600 4.0% $ 800 4.0%
Printing costs 500 3.3% 800 4.0%
Legal fees 7,500 50.0% 7,500 37.5%
Accounting Fees 575 3.8% 575 2.9%
Sales commissions 0 0.0% 0 0.0%
Total costs $9,175 61.2% $9,675 48.4%
Table II describes the use of net proceeds collected from this
offering (based on the minimum and maximum offering amounts):
Table II
MINIMUM MAXIMUM
Use of net proceeds Monthly Annual Monthly Annual
From the offering costs costs costs costs
Net proceeds $ 5,825 $10,325
Office expenses, telephone,
Mail, etc. 200 (2,400) 200 (2,400)
Travel expenses 150 (1,800) 150 (1,800)
Accounting fees 85 (1,020) 85 (1,020)
Legal fees 50 (600) 50 (600)
Total costs $ 485 $ 5 $ 485 $ 4,505
The management of Mirex 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, 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. Management and/or
the principal shareholders will not receive any monies collected
from shares sold in the initial public offering.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon Mirex, Inc.'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 Mirex and was determined arbitrarily
based upon the amount of funds needed by our company to start-up
the business, and the number of shares that the initial
shareholders were willing to allow to be sold.
DILUTION
Mirex's Certified Public Account reporting on costs of start-up
activities is in compliance with "SOP 98-5". Start-up costs and
organizational costs are expensed as they are incurred.
"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 November 10, 1999, the net tangible book
value of our company was $0.00 or $0.00 per share.
If Mirex achieves the sale of the maximum offered shares at the
public offering price, the pro forma net tangible book value of
our company would be $10,325.00 or $0.002 per share, which would
represent an immediate increase of $0.002 in net tangible book
value per share and $ 0 per share dilution per share to new
investors.
If Mirex achieves only the sale of the minimum offered at the
public offering price, the pro forma net tangible book value of
our company would be $5,825.00 or $0.00116 per share, which would
represent an immediate increase of $0.00116 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 Mirex.
PLAN OF DISTRIBUTION
Mirex will sell a maximum of 5,000,000 shares of its common
stock, par value $.001 per share to the public as a direct sale
by our company. 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 Mirex will be $20,000.00 if all
the shares offered are sold. Our company, or any of its
principals will pay no commissions or other fees, directly or
indirectly, to any person or firm in connection with solicitation
of sales of the shares. These securities are offered by Mirex
subject to prior sale and to approval of certain legal matters by
counsel.
Investors have the opportunity to make inquiries of Mirex, Inc.
Mirex will make available to each Offeree, prior to any sale of
the shares, the opportunity to ask questions and receive answers
from our company concerning any aspect of the investment. The
Offeree may obtain any additional information contained in this
Memorandum, to the extent that Mirex has the information or can
acquire it without unreasonable effort or expense.
Execution of documents for this offering.
Each person desiring to subscribe to the shares must complete,
execute, and deliver to Mirex a Subscription Agreement for this
offering. The agreement will contain 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 our
company. By executing the subscription agreement, the subscriber
is agreeing that if the Subscription Agreement is accepted by
Mirex, the subscriber will be a shareholder in our company and
will be bound by the articles of incorporation and the bylaws of
Mirex in the form attached to this prospectus.
Promptly upon receipt of the subscription documents by Mirex, we
will make a determination as to whether a prospective investor
will be accepted as a shareholder. Mirex may reject a
subscriber's Subscription Agreement for any reason. Subscriptions
will be rejected for:
Failure to follow the proper subscription procedure
Insufficient documentation
Over subscription to the offering
Other reasons other as Mirex 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 will be promptly returned to the
prospective investor without interest by depositing a check
(payable to the investor) in the amount his investment in the
United States mail, certified returned-receipt requested.
Mr. Lewis Eslick, President of Mirex, will sell the securities
on behalf of the issuer. Mr. Eslick meets the following
criteria:
Mr. Eslick is not being paid a commission or other remuneration
based directly or indirectly on the securities sold.
Mr. Eslick is not associated with any broker dealer.
Mr. Eslick will continue his endeavors until completing the
offering or the expiration of the time allotment closes the
offering.
Mr. Eslick's activities in his participation is restricted to the
following:
The board of directors of Mirex must approve any written
communication through the mails or oral communication.
He may respond to inquiries by any potential purchaser only with
information contained in the registration statement or other
offering document.
He may perform any task involved in effecting any transaction
with respect to this offering.
LEGAL PROCEEDINGS
Mirex, Inc. is not a party to any material pending legal
proceedings and, to the best of its knowledge, no 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 Mirex, Inc., are described
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 Mirex, Inc.
Lewis Eslick - age 61.
From 1986 to present Mr. Eslick was Chief Executive Officer of
Mirex, Inc. While serving as President he was responsible for
several successful negotiations on behalf of Bechtel Engineering
and Mineral (see Company background).
From August of 1995 Mr. Eslick has been an owner and served as
Managing Director of Xaxon Immobilien und Anlagen Consult GmbH, a
German company. Under Mr. Eslick's direction the company was
awarded a 34-C License, allowing every business except banking
operations. Xaxon Immobilien und Anlagen Consult GmbH consults
with major companies of the European Economic Community and the
United States.
Prior to 1995 Mr. Eslick was Chief Executive Officer of Travel
Masters. Under his direction he developed strategy, Pro-forma and
the structure to establish a central reservation complex to
replace Airline City Ticketing Offices utilizing Electronic
Ticket Delivery Networks (ETDN).
From 1984 to 1986 Mr. Eslick served as president of Mutual oil of
America, Inc., a NASDAQ publicly traded company. Mr. Eslick
resigned from Mutual Oil of America, Inc., in 1986 and has had no
contact with the company.
From 1981 to 1983: he was the project manager for Rosendin
Electric overseeing the complete wiring of the building that
tracks the Space Shuttle for Lockheed.
From 1979 to 1981 Mr. Eslick served as the Managing Director of
Interface lndrocarbuare, Inc. S.A. with offices in Geneva,
Switzerland, and Konigswinter, West Germany that actively traded
in the international spot oil market.
Mr. Eslick has served as an Officer or Director of Corporate
Tours and Travel, Inc. In 1999 Corporate Tours and Travel was
acquired by Absolute Future Tech, Inc. The company is currently
traded on the OTC Bulletin Board Exchange. Mr. Eslick was an
officer of Vista Medical Terrace, Inc., which was acquired in
1999 by FirstBingo.Com and is currently traded on the OTC
Bulletin Board Exchange. Tri-Star Capital Corp., and Tesera
Capital Corp. were formed as Blind Pools in 1986 by Mr. Eslick.
Tri-Star Capital Corp., was acquired through a reverse
acquisition in 1987. Tesera Capital Corp's. registration
statement was withdrawn prior to funding.
Leslie B. Eslick - age 46
1986 to 1993: Director and Vice President of Mirex, Inc. While
serving as Vice President of this international consulting firm,
she assisted with several successful negotiations on behalf of
Bechtel Engineering and Minerals (see Company background).
Since August of 1995 she has served as Assistant Managing
Director of Xaxon Immobilien und Anlagen Consult GmbH. Ms. Eslick
assisted in obtaining for the company a 34-C License which allows
operations in every business except banking operations. The
Company consults with major companies of the European Economic
Community and the United States.
Prior to that Ms. Eslick was assistant to the chairman of Travel
Masters. She aided in the development of strategy, proforma and
the structure to establish a central reservation complex to
replace Airline City
Ticketing Offices utilizing Electronic Ticket Delivery Networks
(ETDN).
1980 to 1981: Mr. Eslick was Assistant Managing Director of
Interface Idrocarbure, a corporation with offices in Geneva,
Switzerland, and Konigswinter, West Germany that actively traded
in the international spot oil market.
1979 to 1980: Buyer for ladies and children wear for Sherwood
Swans stores in the San Francisco bay area.
Leslie Eslick has served as an Officer and Director in the
following public companies:
Corporate Tours & Travel, traded on the OTC Bulletin Board
Exchange.
Vista Medical Terrace, traded on the OTC Bulletin Board Exchange.
Leslie Eslick has served as an Officer and Director in the
following public companies:
Corporate Tours & Travel, traded on the OTC Bulletin Board
Exchange.
Vista Medical Terrace, traded on the OTC Bulletin Board Exchange.
Patsy Harding - age 58
1996 to present Mrs. Harting has been a Phlebotomist working in
the Intensive Care Unit and the laboratory at Inlow Hospital,
Chico, California. Mrs. Harting's duties consist of the normal
activities associated with the care of the critically ill and
post surgery patients.
1983 until 1996, Mrs. Harting was the owner of PJ's Red Onion, a
restaurant located at 6047 Clark Road, Paradise California. She
supplied specialty pies to restaurants in Chico and Orville
California for over twelve years. Mrs. Harting sold her business
interests in the early part of 1996.
Education: Nurses Training, Oakland, California
Mrs. Harting has served as an Officer or Director of the
following publicly traded Companies.
Corporate Tours & Travel, traded on the OTC Bulletin Board
Exchange.
Vista Medical Terrace, traded on the OTC Bulletin Board Exchange.
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 Mirex owned
of record or beneficially by each person who owned of record, or
was known by Mirex 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 Class Name of Beneficial Amount and Nature Percent of
Owner of beneficial class
Owner ownership
Common Stock Darrel Apel 80,000 7.843%
Common Stock Lewis M. Eslick 100,000 9.804%
Common Stock Leslie B. Eslick 100,000 9.804%
Common Stock Paul J.C. Eslick 90,000 8.824%
Common Stock Patsy Harting 80,000 7.843%
Common Stock Marice Lindberg 90,000 8.824%
Common Stock Darryl Murphy 80,000 7.843%
Common Stock Thelma L. Murphy 80,000 7.843%
Common Stock Milton Sills 80,000 7.843%
Common Stock Howard Stiebel 80,000 7.843%
Common Stock Kathryn Stiebel 80,000 7.843%
Common Stock Tammy I. Vega 80,000 7.943%
Shares of common stock
Issued and outstanding 1,020,000 100%
Other than those shares owned by Lewis Eslick, Leslie B. Eslick
and Patsy L. Harting no other officers or directors of Mirex 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 of the securities offered by Mirex, Inc.
The securities being offered are shares of common stock. The
articles of incorporation authorize the issuance of 50,000,000
shares of common stock, with a par value of $0.001.
The holders of the shares:
have equal ratable rights to dividends from funds legally
available when declared by the board of directors.
are entitled to share ratably in all of the assets of Mirex when
available for distribution upon winding up of the affairs of
Mirex.
do not have preemptive subscription or conversion rights and
there are no redemption or sinking fund applicable,
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:
cumulative or special voting rights;
preemptive rights to purchase in new issues of shares;
preference as to dividends or interest;
preference upon liquidation; or any other special rights or
preferences.
the shares are not convertible into any other security.
There are no restrictions on dividends under any loan other
financing arrangements or otherwise.
There are No cumulative voting rights for the shareholders of
Mirex.
The holders of shares of common stock of Mirex do not have
cumulative voting rights. The holders of more than 50% of the
outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose. In
this event, the holders of the remaining shares will not be able
to elect any of Mirex's directors.
Dividends
Mirex, Inc., does not currently intend to pay cash dividends. Our
company's proposed dividend policy is to make distributions of
its revenues to its stockholders when Mirex's board of directors
deems distributions appropriate. Because our 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
Mirex.
Transfer agent for Mirex's common stock
Mirex 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, will
receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the small business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of Mirex 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
director since provisions have been made in the articles of
incorporation limiting liability. The following provisions shall
not eliminate or limit the liability of a director:
any breach of the director's duty of loyalty to the Company or
its stockholders,
any acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, under
applicable Sections of the Nevada Revised Statutes,
payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes
any transaction where the director derived an improper personal
benefit.
The by-laws provide for indemnification of the directors,
officers, and employees of Mirex and in most cases for any
liability suffered by them or arising out of their activities as
directors, officers, and employees of the Company.
Indemnification applies if they were not engaged in willful
misfeasance or malfeasance in the performance of his or her
duties. In the event of a settlement, the indemnification will
apply only when the board of directors approves the settlement
and reimbursement as being for the best interests of Mirex. The
by-laws limit the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).
The officers and directors of Mirex are accountable to the
Company as fiduciaries, which means they are required to exercise
good faith and fairness in all dealings affecting Mirex. In the
event that a shareholder believes the officers and/or directors
have violated their fiduciary duties to Mirex, 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. These include 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 Mirex in connection with a sale or purchase,
including the misapplication by any officer or director of the
proceeds from the sale of these securities, may be able to
recover 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 Mirex, Inc., 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
Mirex's Corporate History
Mirex, Inc., a Nevada Corporation was organized February 28, 1986
as an international consulting company by its incorporators,
Lewis and Leslie Eslick. Mirex entered into a consulting
contract in 1986 with Bechtel Civil and Minerals. This agreement
was entered into to assist Bechtel in acquiring a contract to
construct a portion of the Mawan Harbor at the mouth of the Pearl
River in Shenzhen, China.
The contract consisted of the following:
The construction of a 12 berth harbor to accommodate ocean cargo
vessels of up to 50,000 Dead Weight Tons. The cost was
approximately $191,000,000 (One Hundred Ninety-one Million USD).
The construction of the Shenzhen Petro-Chemical Refinery with an
operating capacity of 68,000 barrels per day. This Petro-Chemical
Refinery was to be constructed at a cost of approximately
$184,000,000 (One Hundred Eighty-four Million USD).
Mirex was then requested to assist in obtaining financing for the
construction of the Mawan Port Facility. Mirex, Inc., with the
assistance of Triad Enterprises S.A., Villars Sur Glane,
Switzerland, arranged a loan with Banco Arabe de Espanole in an
amount of $375,000,000 (Three Hundred Seventy-five Million USD)
In 1990 Mirex, Inc. negotiated with the State of Nevada an
Industrial Development Revenue Bond in an amount of Twelve
million Three Hundred Thousand Dollars ($12,300,000.00). These
bonds were to finance a manufacturing facility which would
produce antique and classic automobiles. The manufacturing plant
was to be located in the city of Reno, Nevada. Mirex worked for
over two years complying with the State of Nevada regulations
concerning the issuance of Industrial Development Revenue Bonds.
Mirex was successful in obtaining an inducement certificate from
the State of Nevada for the bond issue, but Mirex was unable to
obtain the necessary financial guarantee required by the State of
Nevada fund the bonds.
Mr. Eslick spent an extensive amount of time in Europe from 1993
through 1996. During those years Mirex, Inc., became a dormant
company. In the later part of 1996 Mr. Eslick returned to the
United States. Following Mr. Eslick's suggestion, the board of
directors of Mirex amended its articles of incorporation and
structured the company so that it could be in a position for a
public offering.
Business summary of Mirex, Inc.
Mirex, has entered into an agreement with Xaxon Immobilien und
Anlagen Consult GmbH, a German corporation, to provide the
necessary financing to acquire and commence the development of
the Thousand Springs Ranches located in Elko County, Nevada.
Xaxon Immobilien und Anlagen Consult GmbH was formed in the city
of Melli, Germany in 1978. Mr. Eslick acquired Xaxon and
relocated it to Bad Homburg v.d.H. Germany in 1995. The original
name of the Company was Xaxon Immobilien und Investoren Consult
GmbH, the government of Germany required the word Investoren be
changed. The name was changes to Xaxon Immobilien und Anlagen
Consult GmbH. Mr. Eslick is currently the Managing Director of
Xaxon.
Xaxon became aware that the Thousand Springs ranch was being
offered for sale in August of 1995. Xaxon commenced negotiations
with the owners to acquire the ranch. The current owners of the
ranch presented Xaxon with a sales agreement in late 1995. The
purchase and development of the ranch can only be accomplished if
sufficient financing can be arranged. The funds needed are to be
utilized as follows:
Acquisition of ranch, livestock and equipment $62,250,000
Development of irrigation and water flow $22,750,000
Construct initial reservoir to prepare for dam site $40,000,000
Mirex has an agreement to secure financing for Xaxon Immobilien
und Anlagen Consult GmbH in the amount of $125,000,000 (One
Hundred Twenty-five Million USD . For arranging the financing,
Mirex will be paid a fee equal to 3.5% of the total loan amount.
This fee will equate to approximately $4,375,000 (Four Million
Three Hundred Seventy-five Thousand USD).
The agreement between Mirex and Xaxon Immobilien und Anlagen
Consult GmbH additionally names Mirex as the Project Manager for
construction of a hydroelectric dam and a water theme park
resort. If Mirex is successful in obtaining the secondary
financing it will receive a fee equal to 7.5% of the total
project costs.
As the Project Manager, Mirex will be responsible for the
following:
submit the construction of the hydroelectric dam to qualified
companies on a design and build basis. This will take into
consideration the optimum electrical output at the most effective
cost.
submit the design construction of a water theme resort park to
qualified companies, including hotel/casino and gaming companies
on a design and build basis.
The Thousand Springs Ranch consists of over 1,000,000 contiguous
acres and approximately 242,000 acre-feet of water rights. A
portion of the ranch known as the 21-mile canyon has been
determined as the ideal location for the dam and reservoir. Mirex
can not determine at this time where qualified geologists and
engineers will locate the dam. Because of this Mirex has no way
of determining an accurate cost of construction or it's project
managers fees.
If the hydroelectric dam is constructed Mirex has secured the
rights from Xaxon to sell the electricity generated by the dam
onto the electrical grid that supplies the seven western states,
Washington, Oregon, California, Idaho, Nevada, Utah and Arizona.
Mirex will be paid a brokerage fee of 10% for marketing the
electricity.
Xaxon Immobilien und Anlagen Consult GmbH intends to market a
portion of the water rights from the ranch on a 20-year right to
use lease. Mirex has been given the first right of refusal to
acquire the water rights. Mirex could purchase the leased water
rights and resell them to any third party. In the alternative
Mirex may market the lease on the water rights to any third party
for a 6% fee.
If Mirex is not successful in obtaining the initial financing it
will become to a shell company. As a shell company Mirex will
abide by the rules and regulations of the Securities and Exchange
Commission. In this event Mirex will continue to file timely all
documents required to remain current with the SEC and at the same
time seek new business ventures.
The legal structure of Mirex, Inc.
Mirex was organized as a Nevada Corporation, and has filed all
the necessary paperwork with the Secretary of State of Nevada to
gain its corporate certificate and remains in good standing.
DESCRIPTION OF PROPERTY
The Company does not currently own any property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Managing Director of Xaxon Immobilien und Anlagen Consult
GmbH and the President of Mirex, Inc. is Mr. Lewis Eslick. At
the direction of the board of directors of Mirex, Inc., Mr.
Eslick has executed contracts with Xaxon Immobilien und Anlagen
Consult GmbH.
Leslie Eslick is the assistant managing director of Xaxon
Immobilien und Anlagen Consult GmbH and she is also the secretary
of Mirex, Inc.
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The shares of Mirex have not previously been traded on any
securities exchange. If Mirex is successful in its offering and
is listed on any securities exchange it will be considered a
penny stock under the Securities and Exchange Act of 1934.
To market the securities of our company broker-dealers must
obtain a questionnaire from each investor for the purpose of
approving their account for transactions in low-priced non-NASDAQ
over-the-counter securities. The questionnaire will advise the
investor of the possibility of the loss of his entire investment.
There is no assurance that the broker-dealers can or will
develop a market for our company's securities. In this event you
may suffer a total loss of your investment.
EXECUTIVE COMPENSATION
No officer or director of Mirex is receiving any remuneration at
this time.
There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of Mirex.
No remuneration is proposed to be in the future directly or
indirectly by Mirex to any officer or director under any plan,
which is presently existing.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Since the inception of Mirex, Inc., on February 28,1986, the
principal independent accountant for the Company has neither
resigned (nor declined to stand for reelection) nor been
dismissed. The current independent accountant for the Company is
Barry L. Friedman. The Company on or about June 24, 1999 engaged
Mr. Friedman.
FINANCIAL STATEMENTS
The financial statements required by Item 310 of Regulation S-B
are attached as a part of the prospectus and the Form SB-2.
MIREX, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1999
December 31, 1998
December 31, 1997
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
Board of Directors November 11, 1999
Mirex, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Mirex, Inc. (A
Development Stage Company), as of September 30, 1999, December
31, 1998, and December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the period
January 1, 1999, to September 30, 1999, and the two years ended
December 31, 1998, and December 31, 1997, and the period February
28, 1986 (inception) to September 30, 1999. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Mirex, Inc. (A Development Stage Company), as of September 30,
1999, December 31, 1998, and December 31, 1997, and the related
statements of operations, stockholders' equity and cash flows for
the period January 1, 1999, to September 30, 1999, and the two
years ended December 31, 1998, and December 31, 1997, and the
period February 28, 1986 (inception) to September 30, 1999, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note #5 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
September December December
30, 1999 31, 1998 31, 1997
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
September December December
30, 1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances (Note 5) $ 1,150 $ 700 $ 600
TOTAL CURRENT LIABILITIES $ 1,150 $ 700 $ 600
STOCKHOLDERS' EQUITY (Note 4)
Common stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
December 31, 1997 -
1,020,000 Shares $ 1,020
December 31, 1998 - $ 1,020
1,020,000 shares
September 30, 1999 -
1,020,000 shares $ 1,020
Additional Paid-In Capital 401,231 401,231 401,231
Deficit accumulated during
Development stage -403,401 -402,951- 402,851
TOTAL STOCKHOLDERS' EQUITY $ -1,150 $ -700 $ -600
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year Feb 28, 1986
1999, to Ended Ended (Inception)
Sep. 30, Dec. 31, Dec. 31, to Sep. 30,
1999 1998 1997 1999
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
General, Selling and
Administrative $ 450 $ 100 $ 100 $ 10,561
TOTAL EXPENSES $ 450 $ 100 $ 100 $ 10,561
NET PROFIT/LOSS (-)
FROM OPERATIONS $ -450 $ -100 $ -100 $ -10,561
Loss on sale of
Stock 0 0 0 -392,840
Net Income/Loss (-) $ -450 $ -100 $ -100 $-403,401
Net Profit/Loss (-)
per weighted share
(Note 1) $ .0004 $ .0001 $ .0001 $ -.3955
Weighted average
Number of common
shares outstanding 1,020,000 1,020,000 1,020,000 1,020,000
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance,
December 31, 1996 1,020,000 $1,020 $ 401,231 $-402,751
Net loss year ended
December 31, 1997 -100
Balance,
December 31, 1997 1,020,000 $1,020 $ 401,231 $-402,851
Net Loss Year Ended
December 31, 1998 -100
Balance,
December 31, 1998 1,020,000 $1,020 $ 401,231 $-402,951
Net Loss
January 1, 1999 to
September 30, 1999 -450
Balance,
September 30, 1999 1,020,000 $1,020 $ 401,231 $-403,401
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Year Feb.28,1986
1999, to Ended Ended (Inception)
Sep. 30, Dec. 31, Dec. 31, to Sep. 30,
1999 1998 1997 1999
Cash Flows from
Operating Activities
Net Loss $ -450 $ -100 $ -100 $ -403,401
Adjustment to
Reconcile net loss
Common Stock
Issued for Stock in
Mutual Oil of
America, Inc. 0 0 0 +402,251
Changes in assets and
Liabilities
Increase In Current
Liabilities
Officers Advances +450 +100 +100 +1,150
Net cash used in
Operating activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities 0 0 0 0
Net Increase (decrease) $ 0 $ 0 $ 0 $ +0
Cash,
Beginning of period 0 0 0 0
Cash, End of Period $ 0 $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
Mirex, Inc..
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, December 31, 1998, and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 28, 1986, under the laws of
the State of Nevada as Mirex, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a
development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1999.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company were amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 1999, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year-end.
Year 2000 Disclosure
Computer programs that have time sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruption of normal business activities.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible software
for all of the company's computing requirements. Because the
company's products and services are sold to the general public
with no major customers, the company believes that the "Year
2000" issue will not pose significant operational problems and
will not materially affect future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
December 31, 1998, due to the net loss and no state income tax in
Nevada, the state of the Company's domicile and operations. The
Company's total deferred tax asset as of December 31, 1998, is as
follows:
Net operation loss carry forward $ 10,211
Valuation allowance $ 10,211
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire from
2006 to 2018.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000, shares with a par value $.001 per share.
Preferred Stock
The Corporation has no preferred stock.
On March 7, 1986, the Company issued 1,700 shares of its no par
value common stock for consideration of 168,417 shares of Mutual
Oil Of America, Inc. valued at $402,251.00.
On October 17, 1996, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its
capitalization from 2,500 Common Shares to 50,000,000 Common
Shares. The No Par Value of the common shares was changed to
$0.001.
On October 17, 1996, the company forward split it's common stock
600:1, thus increasing the number of outstanding common shares
from 1,700 shares to 1,020,000 shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. The stockholders/officers and or directors have
committed to advancing the operating costs of the Company
interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
To Whom It May Concern: November 11, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of November 11, 1999,
on the Financial Statements of Mirex, Inc., as of September 30,
1999, in any filings that are necessary now or in the near future
with the U.S. Securities and Exchange Commission.
Very truly yours,
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
PART 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
The officers, directors and affiliates of Mirex, Inc., have
purchased a total of 1,020,000 shares of the Company's common
stock.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached. Included in these Exhibits are the
articles of incorporation and by-laws of Mirex, Inc. A letter
from Bechtel Civil & Minerals, Inc., to Mr. Chang Zheng Peng, the
Consulting Agreement between Bechtel Civil and Minerals, Inc and
Mirex, Inc. The State of Nevada Industrial Development Revenue
Bonds Inducement Certificate for Mirex, Inc. The agreement
between Xaxon Immobilien und Anlagen Consult GmbH and Mirex,
Inc., the term sheet between the Sellers of the Ranch and Xaxon
Immobilien und Anlagen Consult GmbH and the letter from the Order
of Saint John of Jerusalem, of Rhodes & of Malta Ecumenical for
the financing of the ranch. Legal opinion of corporate counsel.
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.
(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
(iv) 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.
(v) 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.
(b) 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.
c 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.
Index of Exhibits
Named Exhibit Exhibit No.
Articles of Incorporation of Mirex, Inc. Exhibit 1
Amended Articles of Incorporation Exhibit 2
By-laws of Mirex, Inc. Exhibit 3
Bechtel Civil & Minerals, Inc. letter Exhibit 4
Bechtel Civil & Minerals, Inc. Consulting Agreement Exhibit 5
State of Nevada Industrial Development Revenue Bonds Exhibit 6
Xaxon Immobilien und Anlagen Consult GmbH Agreement Exhibit 7
Ranch Sellers Term Sheet Exhibit 8
Order of Saint John of Jerusalem, of Rhodes & of Malta
Ecumenical Exhibit 9
Legal Opinion Exhibit 10
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 November 16, 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 November 14, 1999
Lewis M. Eslick Executive Officer)
And Director
/s/ Leslie Eslick Secretary and Director November 14, 1999
Leslie Eslick
/s/ Patsy Harding Treasurer (Principal November 14, 1999
Patsy Harding Financial and
Accounting Officer)
EXHIBIT 1
Articles of Incorporation
MIREX, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have voluntarily associated ourselves
together for the purpose of forming a corporation under the laws
of the State of Nevada relating to general corporations, and we
do hereby certify:
ARTICLE I
That the name of this corporation is:
MIREX, INC.
ARTICLE II
That the principal office of this corporation is to be located in
the City of Reno, County of Washoe, State of Nevada, at 350 South
Center Street, Suite 350, and the mailing address shall be 350
South Center Street, Suite 350, Reno, NV 89501; but the
corporation may maintain an office in such towns, cities, and
places within and without the State of Nevada as the Board of
Directors may from time to time determine, or as may be
designated by the Bylaws of the said corporation. The resident
agent of the corporation will be RODNEY E. SUMPTER1 whose address
is 350 South Center Street, Suite 350, Reno, Nevada 89501.
ARTICLE III
That the nature of business, proposed to be transacted, promoted
or corporation are mining and exploration or objects, or purposes,
carried on by this and production of national resources and any other
lawful business.
ARTICLE IV
That the total amount of authorized capital stock of this
corporation is Two Thousand Five Hundred (2,500) shares said
stock to be of no par value. Such stock may be issued from time
to time without action by the stockholders, for such
consideration as may be fixed from time to time by the Board of
Directors, and shares so issued, shall be deemed fully paid
stock, and the holder of such shares shall not be liable for any
further payment thereon.
ARTICLE V
That the members of the governing board ~f this corporation shall
be styled directors; if there are fewer than three (3)
stockholders, the number of directors may be less than three but
not less than the number of stockholders, the names and addresses
of the first Board of Directors are:
NAMES ADDRESSES
LEWIS MELFORD ESLICK 6425 Meadow country Drive
Reno, Nevada 89509
LESLIE BETH ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
ARTICLE VI
The capital stock of this corporation shall not be subject to
assessment to pay debts of the corporation, and no paid-up stock
and no stock issued as fully paid shall ever be assessable or
assessed. The Articles of Incorporation shall not be amended in
this particular.
ARTICLE VII
The names and post office addresses of the incorporators of this
corporation are:
NAMES ADDRESSES
LEWIS MELFORD ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
LESLIE ESLICK 6425 Meadow Country Drive
Reno, Nevada 89509
ARTICLE VIII
The period of existence of this corporation shall be perpetual,
subject only to termination by action of its stockholders or by
the effect of law.
ARTICLE IX
No shareholder may sell, assign, or otherwise transfer his shares
and certificate or certificates of stock, or any part thereof,
except to a spouse or direct family member, or by gift to other
shareholders or their spouses, unless it is first offered to the
corporation or the other shareholders upon the following terms
and conditions:
a. For a period of thirty-one (31) days after notice, the
corporation shall have the option to purchase all or any part of
the shares to be sold, assigned or otherwise transferred, at the
price and upon the terms offered by the selling stockholder.
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
Lewis Melford Eslick
2/28/1986 /s/ Leslie Beth Eslick
Leslie B. 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
Rodney Sumpter
Notary Public
EXHIBIT 2
Amended Articles of Incorporation
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
MIREX, INC.
(Nevada Corporation Number C-1418-1986)
(THE CORPORATION)
We the undersigned, Lewis M. Eslick (President) and Leslie B.
Eslick (Secretary) of the Corporation do hereby certify:
That the board of Directors of the Corporation at a meeting duly
convened and held on the 7th day of September, 1996, adopted a
resolution to amend the original articles as follows:
ARTICLE IV IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all
classes of stock, which the corporation shall have authority to
issue is Fifty Million (50,000,000), consisting of Fifty Million
(50,000,000) shares of Common Stock, par value of $0.001 per
share (The "Common Stock")
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares
of the Common Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of the Common Stock
standing in his/her name;
c Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive such
cash dividends as may be declared thereon by the Board of
Directors from time to time out of assets of funds of the
Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of Directors may
issue shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock dividend or split-up of the
shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Restated
Articles of Incorporation, each share of the Common Stock shall
have identical powers, preferences and rights, including rights
in liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock,
or any series thereof, shall be such as may be fixed, from time
to time, by the Board of Directors in it's sole discretion,
authority to do so being hereby expressly vested in such board.
4. Issuance of the Common Stock. The Board of Directors of the
Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock herein
authorized in accordance with the terms and conditions set forth
in these Restated Articles of Incorporation for such purposes, in
such amounts, to such persons, corporations, or entities, for
such consideration and in the case of the Preferred Stock, in one
or more series, all as the Board of Directors in it's discretion
may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of
Directors, from time to time, also may authorize, by resolution,
options, warrants and other rights convertible into Common or
Preferred stock (collectively "securities.") The securities must
be issued for such consideration, including cash, property, or
services, as the Board or Directors may deem appropriate, subject
to the requirement that the value of such consideration be no
less than the par value if the shares issued. Any shares issued
for which the consideration so fixed has been paid or delivered
shall be fully paid stock and the holder of such shares shall not
be liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is
not less that the par value of the shares so issued. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable
law, there shall be no cumulative voting on any matter brought to
a vote of stockholders of the Corporation.
ARTICLE V IS HEREBY AMENDED TO READ AS FOLLOWS:
Fifth: Governing Board of Directors
The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. Except as may
otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional directors
under specified circumstances, which may be granted to the
holders of the exact number of directors of the Corporation shall
be determined from time to time by a bylaw or amendment thereto,
providing that the number of directors shall not be reduced to
less than three (3). The directors holding office at the time of
the filing of these Restated Articles of Incorporation shall
continue as directors until the next annual meeting and/or until
their successors are duly chosen.
ARTICLE IX IS HEREBY AMENDED TO READ AS FOLLOWS:
Ninth: Shareholders' Right To Sell and/or Transfer Stock
Any shareholders' may sell, assign, or otherwise transfer their
shares and certificate or certificates of stock, or any part
thereof.
The aforesaid changes and amendments have been consented to and
approved by a majority vote of the stockholders holding at least
a majority of each class of stock outstanding and entitled to
vote thereon.
s/ Lewis M. Eslick, /s/ Leslie B. Eslick, Secretary
Lewis M. Eslick Leslie B. Eslick
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: /s/ Frankie Lombardo, Jr.
Notary Public in and for said
Washoe County, State of Nevada
EXHIBIT 3
Bylaws
of
Mirex, Inc.
Nevada Registration Number C1418-1986
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal office
may be changed by the Board of Directors. The Corporation also
may have offices in such other places as the Board may from time
to time designate. The location of the initial principal office
of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall
be held at such place within or without the State of Nevada as
shall be set forth in compliance with these Bylaws. The meeting
shall be held on the first Monday of April of each year. If such
day is a legal holiday, the meeting shall be on the next business
day. This meeting shall be for the election of Directors and for
the transaction of such other business as may properly come
before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by
statute, may be called by the President upon written request of
the holders of 50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person by
whom or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place, day,
and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, which
shall be delivered not less than ten or more than fifty days
before the date of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the books of the Corporation,
with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either within or
without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is
otherwise called, the place of meeting shall be the principal
office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more
than fifty days prior to any meeting as the record date for the
purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated period not
to exceed fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order to make
a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to
time without further notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or represented,
any business may be transacted, which might have been transacted
at the meeting as originally noticed.
7. Voting
A holder of 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: /s/Lewis M. Eslick
Lewis M. Eslick, President
EXHIBIT 4
(Letterhead)
Bechtel Civil & Minerals, Inc.
Engineers-Constructors
Fifty Beale Street
San Francisco, California
Mail Address: P.O. Box 3965. San Francisco, CA 94119
May 30 1986
Mr. Chang Zheng Peng
3295 South Virginia
Apartment 239
Reno, Nevada 89502
Dear Mr. Peng:
We have reviewed the Mawan Harbor Project, with an estimated
budget of $200,000,000 USD for two to four deep water berths and
the Petroleum-Chemical Refinery Project with an estimated budget
of $170,000,000 USD for 3,500,000 ton capacity annually. We are
grateful to Mr. Lewis Eslick and you for bringing these projects
to our attention.
Bechtel International is prepared, with the assistance of you and
Mr. Eslick, to negotiate new contracts with Nanhai Oil Shenzhen
Development Service Corporation and Hai Lin Jie International
Information Engineering Company, Ltd. for the construction of
these projects. We will also be ready to join with major
international companies for the management and operation of these
projects as will be outlined in a negotiated contract.
We have been advised that Mr. Eslick, working through His
Excellency, Emir Ahmud Maybud, has arranged financing for these
projects under very favorable terms and conditions.
Sincerely,
/s/J. Anderson
J. Anderson Vice President
cc.: Mr. Lewis Eslick
EXHIBIT 5
(Letterhead)
Bechtel Civil & Minerals, Inc.
Engineers-Constructors
Fifty Beale Street
San Francisco. California
Mail Address: P.O. Box 3965. San Francisco, CA 94119
May 27, 1986
Mirex, Inc.
6425 Meadow Country Drive
Reno, Nevada 89509
Attention: Mr. L. Eslick
Subject: Agreement for Consulting Services
Gentlemen:
Enclosed are two copies of a proposed Agreement for Consulting
Services with Bechtel Civil & Minerals, Inc.
If the Agreement is acceptable to you, would you please so
indicate by signing both copies and returning one of the signed
copies to me at the above mail address.
Your invoices for services should be sent to Mr. R.E. Jackson at
the same mail address.
Very truly yours,
BECHTEL CIVIL & MINERALS, INC.
/s/OK Campbell
for D. M. Rockey
DMR/GCC/rw
Attachments
cc:R.E. Jackson
S.L. Hill
A. Holm
AGREEMENT FOR CONSULTING SERVICES
It is agreed this 12th day of May 1986, by and between BECHTEL
CIVIL & MINERALS, INC. (Bechtel) and MIREX, INC.,
(Consultant), whose Employer Identification Number 88-0216167 is
as follows:
1. Consultant agrees to perform for Bechtel the consulting
services described in Section A, during the period described in
Section B, of the annexed Schedule.
2. For satisfactory performance of the services described
herein, Bechtel shall pay to Consultant the compensation provided
for in Section C of the Schedule. Consultant shall submit to
Bechtel, for its approval a detailed statement of the services
performed, including the dates and total number of days or hours
worked, and the costs related thereto, including travel expenses
and other costs with appropriate receipts as described in Section
C of the Schedule. Within thirty days after receipt of
Consultant's statement, Bechtel shall approve and pay the same or
notify Consultant that it disapproves, in whole or in part,
Consultant's statement and the reasons for such disapproval.
3. In performing services under this Agreement, Consultant
shall operate as and have the status of an independent contractor
and shall not act as or be an agent or employee of Bechtel. All
of Consultant's activities will be at its own risk, and
Consultant shall not be entitled to Workers Compensation or
similar benefits or other insurance protection provided by
Bechtel. As an independent contractor, Consultant will be solely
responsible for determining the means and methods of performing
the consulting services described in Section A of the annexed
Schedule. Consultant will determine the time, the place and the
manner in which it will accomplish its services within an overall
schedule date established by Bechtel. Bechtel will receive only
the results of Consultant's services.
4. Consultant agrees to perform its consulting services with
that standard of care, skill and diligence normally provided by a
professional person in the performance of similar services.
Consultant understands that Bechtel will be relying upon the
accuracy, competence and completeness of Consultant's services
hereunder in utilizing the results of such services hereunder in
fulfilling contractual commitments to Bechtel clients.
5. Bechtel shall have a permanent assignable, nonexclusive
royalty-free license to use any concept, product or process,
patentable or otherwise, furnished to Bechtel by Consultant, or
otherwise conceived or developed by Consultant in the performance
of this Agreement. Consultant agrees to do all things necessary,
at Bechtel's request and at its sole cost and expense, to obtain
patents or copyrights on any processes, products or writings
conceived, developed or produced by Consultant in the performance
of this Agreement. All materials prepared or developed by
Consultant hereunder including, without limitation, documents,
calculations, maps, sketches, notes, reports, data, models and
samples, shall become the property of Bechtel when prepared,
whether delivered to Bechtel or not, and shall be delivered to
Bechtel upon request and, in any event, upon termination of this
Agreement.
6. Consultant agrees that it will not divulge to third parties,
without the written consent of Bechtel, any information obtained
from or through Bechtel, or developed or obtained by
Consultant in connection with the performance Of this
Agreement unless (a) the information is known to Consultant prior
to obtaining it from Bechtel, (b) the information is, at the time
of disclosure by Consultant, then in the public domain, or (c)
the information is obtained by Consultant from a third party who
did not receive it directly or indirectly from Bechtel.
7. Unless otherwise agreed by Bechtel in writing, Consultant
shall personally perform the services specified herein.
BECHTEL CIVIL & MINERALS, INC.
(Bechtel)
By /s/ J. Anderson
J. Anderson, Vice President
MIREX, INC.
(Consultant)
By /s/ Lewis Eslick, President
BC&MI
Mirex, Inc.
Effective 5/12/86
Sponsor: R. E. Jackson
SCHEDULE
Section A - Scope of Services
Consultant shall perform services as requested by Bechtel
with respect to business development assistance and advisory
services in connection with selected projects in the Shenzhen
area in the Peoples' Republic of China.
Section B - Period of Performance
The period of performance of consulting services hereunder
shall commence as of May 12 1986, and shall continue through
December 31, 1986.
Section C - Compensation
1. Bechtel shall pay to Consultant the sum of $650 for each day
Consultant is engaged in performing the services described in
Section A above, to a maximum of 85 days of such services
($55,250).
2. Bechtel shall reimburse Consultant for transportation,
lodging travel, communication and other expenses incurred by
Consultant in the performance of the services and authorized or
approved by Bechtel in writing.
3. Expenses incurred must be supported by airline ticket stubs,
hotel bills, restaurant receipts, etc. Bechtel may withhold
reimbursement for any unsupported expenses. Claims for
reimbursement for taxi fares of $10.00 of more and any other
single expenditure of $25.00 or more must be supported by
appropriate receipts.
4. The estimated total Compensation is $75,000 and covers
Consultant's fees, transportation, lodging, meals and other
expenses.
Section D - Additional Provisions
1. Consultant will obtain prior approval for each business
development activity and provide an estimate of the number of
days and amount of expenses required.
2. To the extent Consultant's activities require communicating
with any third parties, all such communications shall be
conducted in conjunction with representatives of Bechtel.
3. Consultant will provide his own facilities and services, such as
office space, secretarial and other office service support, at no
cost to Bechtel. When Consultant is in Bechtel's offices at the
request of Bechtel, incidental office facilities and services
will be provided at no cost to Consultant.
4. Consultant will provide his own transportation, which will
be reimbursed to him in accordance with the terms of this
Agreement. Consultant will use less than first-class air
transportation, i.e., coach or economy, when travelling on
Bechtel assignments. Under specific unusual conditions, first-
class transportation may be approved by Mr. R. E. Jackson,
5. Consultant agrees that full disclosure of the terms of this
Agreement, including its compensation provisions, may be made to
whomever Bechtel's General Counsel determines has a legitimate
need to know.
6.a. Consultant acknowledges that the laws, rules,
regulations and decrees of the People's Republic of China and of
the United States of America shall apply to its services. In
this connection the parties recognize that the United States
Foreign Corrupt Practices Act of 1977 ("Act") prohibits the
payment or giving of anything of value either directly or
indirectly by an American company to an official of a foreign
government for the purpose of influencing an act or decision in
his official capacity, or inducing him to use his influence with
the foreign government, to assist a company in obtaining or
retaining business for or with, or directing business to, any
person.
6.b Consultant covenants that it is familiar with the Act and its
purposes and represents that Consultant and its owners, officers,
directors, and employees are not officials, officers, or
representatives of any government or political party or
candidates for political office and covenants and represents
further that no part of the compensation will be accepted or used
by Consultant for the purpose, not will it take any action, which
would constitute a violation of any law or the United States of
America, including the covenants and represents that it does not
desire and will not request any services or action by Consultant
which would or might constitute any such violation.
7.a. This Agreement and the services to be performed hereunder
may be terminated by either party at any time with thirty days
prior written notice. Notice shall be mailed or delivered to
Bechtel at:
Bechtel Civil &Minerals, Inc,
Fifty Beale Street
San Francisco, CA 94105
Att: Mr. R. E. Jackson
And to Consultant at:
MIREX INC
6425 Meadow Country Drive
Reno, Nevada 89509
Att: Mr. Lewis Eslick
EXHIBIT 6
CERTIFICATE OF THE DIRECTOR OF THE
STATE OF NEVADA DEPARTMENT OF COMMERCE
PROVIDING FOR THE FINANCING OF A MANUFACTURING FACILITY
IN THE CITY OF RENO, NEVADA
WHEREAS, Mirex, Inc., a Nevada corporation (herein called
the "Obligor") has submitted an application to the Director of
the State of Nevada Department of Commerce (herein called the
"Director") for the issuance of industrial development revenue
bonds (herein called the "Bonds") to provide for the financing of
the acquisition, improving and equipping of a replica automobile
and kit form replica automobile manufacturing facility to be
located at 127 Woodland Avenue, Reno, Nevada (herein called the
"Project"); and
WHEREAS, the Director has full legal right, power and
authority under the Nevada Revised Statutes, including Sections
349.400 through 349.670 thereof (herein called the "Act"), to
issue Bonds to finance the Project; and
WHEREAS, the Obligor now requires evidence of a present
intent on the part of the Director to issue such Bonds for such
purposes;
NOW, THEREFORE, the Director hereby certifies as follows:
1. It is the present intent of the Director to issue
Bonds in an amount not to exceed $4,100,000.00 to provide
financing for the Project.
2. The Bonds shall be issued subject to the conditions
that (i) the Director adopts, and the State Board of Finance and
the Reno City Council approve, findings of the Director that may
be required under the Act, (ii) the Director by appropriate
official action agrees to acceptable terms and conditions for the
Bonds (and for the sale and delivery thereof) and to all other
documents and agreements to be executed by the Director in
connection with such Bonds, (iii) all requisite local, state and
federal governmental approvals for the Project shall have first
been obtained and all statutory requirements shall have first
been met, (iv) the Bonds shall be payable solely from revenues
derived from the financing, leasing or sale of the Project or
other investments made with the proceeds of such Bonds, (v) the
Bonds shall not constitute or give rise to any pecuniary
liability of the Director or the State or constitute a charge
against the State's general credit or taxing powers, (vi) the
Director and the Obligor shall have entered into a letter
agreement, in substantially the form enclosed herewith, with such
additions or deletions as are considered necessary or appropriate
by the Director and the Obligor, and (vii) all other statutory
requirements for the issuance of the Bonds be met, including but
not limited to requirements contained in the Internal Revenue
Code of 1986 as amended and supplemented and the regulations of
the U.S. Department of Treasury promulgated thereunder.
3. The firm of Howarth and Associates is hereby designated as
financial advisor to the Director with respect to the Bonds. If
the Obligor requests that the Director attempt to market the Bonds
in a public offering, the Director will designate one or more
investment bankers to manage the underwriting of such public
offering.
4. The firms of Jones, Jones, Close & Brown, Chartered and
Orrick, Herrington & Sutcliffe are hereby designated as Bond
Counsel and Special Tax Counsel, respectively, for the Bonds.
5. It is the purpose and intent of the Director that this
certificate constitute official action towards the issuance of
Bonds by the Director for the Project in accordance with 26
C.F.R. Section I.103-8(a)(5)(iii).
6. This certificate shall be in effect for a period of one year
from the date of its adoption, unless extended by the Director
upon further written request of the Obligor.
7. This certificate shall take effect immediately upon its
execution.
I, LARRY D. STRUVE Director of the State of Nevada Department of
Commerce, have executed this certificate this 13th day of August,
1990.
/s/Jolene B Rose (for) Larry D. Struve
Larry D. Struve, Director
STATE OF NEVADA
DEPARTMENT OF COMMERCE
OFFICE OF THE DIRECTOR
1665 Hot Springs Road LARRY D. STRUVE
Carson City, Nevada 89710 Director
BOB MILLER (702) 687-4250 JOLENE B. ROSE
Governor Fax (702) 687-4266 Deputy Director
July 17, 1991
Mr. Lewis M. Eslick
President
Mirex, Inc.
6425 Meadows Country Drive
Reno, NV 89109
Re: Mirex IDRB Project; Certificate of One-Year Extension
of Inducement Certificate
Dear Mr. Eslick:
Please find enclosed a copy of a Certificate executed by me
on July 15, 1991, extending the period of the inducement
certificate issued for the Mirex, Inc. IDRB project for one-year,
to and including August 13, 1992. You should keep a copy of this
Certificate in your file.
Please advise when a bond closing will be arranged for this
project. As you know, the Congress is currently considering
legislation to extend the sunset date of December 31, 1991.
However, if the project does not close by that date, the ability
of the Department of Commerce to issue tax exempt IDRB's will be
dependent on any extension legislation Considered by the
Congress.
Sincerely
/s/Larry D. Struve
LARRY D. STRUVE
Director
Att.
cc: John Chrissinger
Paul Havas
CERTIFICATE OF THE DIRECTOR OF THE
STATE OF NEVADA DEPARTMENT OF COMMERCE
EXTENDING THE INDUCEMENT CERTIFICATE FOR THE
MIREX, INC. PROJECT
WHEREAS, the Director of the State of Nevada Department of
Commerce issued an inducement certificate, dated August 13, 1990,
for the benefit of the Mirex, Inc. Project, a copy of which is
attached hereto as Exhibit A; and
WHEREAS, the inducement certificate had an effective period of
one year from its date unless extended by the Director upon
further written request of the Obligor; and
WHEREAS, the Obligor has made a written request for such an
extension, dated June 26, 1991, a copy of which is attached
hereto as Exhibit B; and
WHEREAS, the Director has determined that it is appropriate to
extend the inducement certificate for one additional year, i.e.
through August 13, 1992;
NOW, THEREFORE, the Director hereby extends the effective period
of the inducement certificate issued to Mirex, Inc., dated August
13, 1990, and attached hereto as Exhibit A, for one additional
year, i.e. through and including August 13, 1992.
Throughout the extension period granted in the preceding
paragraph, the inducement certificate remains subject to the
reservation described in the agreement letter between the
Director and Mirex, Inc. (the "Obligor") that:
The Obligor agrees and understands that the issuance of the
Inducement Certificate by the Director does not reserve or
allocate for this Project any portion of the State's authority to
issue "private activity bonds" under Section 146 of the Internal
Revenue Code. Such allocation will be made after the State Board
of Finance approves the Director's findings concerning this
Project if the Director determines that such an allocation will
be available at the time the Bonds are proposed to be issued and
if' in his discretion, the Director determines an allocation
certificate for the Project should be issued subject to the
provisions of Chapter 348A of the Nevada Revised Statutes and the
administrative regulations promulgated thereunder.
I, Larry D. Struve, Director of the State of Nevada Department of
Commerce, have executed this extension certificate this 15th day
of July, 1991.
/s/Larry D. Struve
Larry D. Struve, Director
STATE OF NEVADA
DEPARTMENT OF COMMERCE
OFFICE OF THE DIRECTOR
1665 Hot Springs Road
Carson City, Nevada 89710
(702) 687-4250
Fax (702) 687-4266
STATE BOARD OF FINANCE
AGENDA ITEM: Director of the Department of Commerce
Industrial Development Revenue Bond for
MIREX CORPORATION
Time and Place of Meeting:
10:00 A.M., Thursday, February 6, 1992
Governor's Office
MATTER TO BE REVIEWED:
On September 18, 1990, the Board reviewed and approved the
findings and supplemental findings of the Director to issue a
tax-exempt bond "up to" $4.1 million and a taxable bond "up to"
$8.2 million.
The taxable bond issue will be used to acquire two "on going"
businesses, namely, Gatsby Coachworks and Classic Roadsters; the
tax-exempt issue will be used to finance the acquisition,
improvement and equipping of a manufacturing facility to be
located at 127 Woodland Avenue, Reno, NV in Washoe County.
The matter is before you to increase the size of the taxable
issue "up to" $14.4 million. The reason for this is to
accommodate the purchase of an insurance company investment
contract to guarantee the principal of the issue.
BACKGROUND OF AGENDA ITEMS:
The background of the agenda item is contained in the attached
package.
STAFF RECOMMENDATION:
The Director of the Department of Commerce requests a motion to
approve the change in the size of the taxable issue to
$14.4 million and to authorize the Director to issue an IDRB to
be backed by insurance as described in the background package
(New York Life Insurance Annuity, plus insurance from Provident
Capital Indemnity, Ltd. Reinsured by Dai-Ichi Mutual Life
Insurance Company) or other similarly recognized insurance
companies which would provide credit enhancement support for a
tax-exempt bond issue not to exceed $4.1 million and a taxable
bond issue not to exceed $14.4
Xaxon Immobilien und Anlagen Consult GmbH
8452 Boseck Street Telephone: 702 228-4688
Suite 272 Telefax: 702 838-2501
Las Vegas, Nevada 89128 Mobile Tele: 702 498-8022
EXHIBIT 8
AGREEMENT TO SECURE FINANCING
FOR THE THOUSAND SPRINGS RANCH
This agreement is entered into as of this 8TH day of December
1998, by and between Xaxon Immobilien und Anlagen Consult GmbH,
hereinafter referred to as (Xaxon) and Mirex, Inc., hereinafter
referred to as (Mirex) or (Consultant), is as follows:
Xaxon desires to purchase the Thousand Springs Ranch located in
Elko County, Nevada. The ranch consists of 261,161 acres of
deeded lands, 839,050 acres of BLM leases, 37,877 acres of
private land leases and 7,511 acres of Railroad Leases making up
a total contiguous acreage of 1,145,599 +/-. The purchase will
include all buildings, fencing and all other man-made structures.
The purchase will also include all mineral rights, all water
rights, all sub-surface rights of any sort or kind, all surface
rights and all air rights above the ranch's surface area.
Xaxon requires initial funding in an amount of USD $125,000,000.
The terms and conditions must be favorable and within the
structure of prevailing rates at the time of the funding. Xaxon
will give Mirex all data, references and financial statements
necessary to secure a loan for Xaxon.
For satisfactory performance of the services provided Xaxon shall
pay to Mirex the compensation described below.
1. Upon funding of the initial financing Mirex shall be paid a fee
equal to 3.5% of the gross amount of the loan. This fee equals
$4,375,000 and is to be paid to Mirex at the time, and as a part,
of the closing of the loan to Xaxon.
Xaxon intends to develop the ranch's natural potentials by
constructing a hydroelectric dam to be located in the 21-Mile
Canyon. The dam will create a reservoir behind it extending up
the 21-Mile Canyon. Xaxon will develop a water theme resort park
located around the reservoir.
1. Xaxon will require additional financing to complete the projects
described above. Mirex is hereby retained as the consultant to
obtain the additional financing. Mirex shall be paid a fee equal
to 3.5% of the gross amount of any and all subsequent financing
required and approved by Xaxon.
2. Mirex is hereby retained as the Project Manager for the
development of the hydroelectric dam to be located in the 21-Mile
Canyon. Mirex shall be paid a fee equal to 7.5% of the gross
contract amount as the Project Manager.
3. Mirex is hereby retained as the Project Manager for the
development of the water theme resort park which will include one
or more hotel/casinos to be located around the reservoir in the
21-Mile Canyon. Mirex shall be paid a fee equal to 7.5% of the
gross contract amount as the Project Manager.
Kaiser Friedrich
Promenade 142
61352 Bad Homburg v.d.H, Germany
Lewis M. Eslick, Geschaeftsfuehrer
Amtsgericht 61352 Bad Homburg HRB 5420
Telefon: +49 (06172) 42 0 55 Telefax: +49 (06172) 41 0 21
4. Xaxon hereby grants to Mirex, the absolute right to market, all
available electricity generated by the hydroelectric dam to the
western states power grid. Mirex will be paid a fee equal to 10%
of the gross amount of electricity sold.
5. Xaxon intends to lease the right to use 70,000 acre-feet of the
water rights allocated to the ranch properties. Mirex is hereby
granted the right of first refusal to lease these water rights at
the prevailing rates. In the alternative, Mirex may negotiate
the lease of these water rights with a third party user and be
paid a fee equal to 6% if successful.
In performing services under this Agreement, Mirex shall operate
as and have the status of an independent contractor. As an
independent contractor, Mirex will be solely responsible for
determining the means and methods of performing the consulting
services. Consultant will determine the time, the place and the
manner in which it will accomplish its services for Xaxon.
Mirex agrees to perform its consulting services with that
standard of care, skill and diligence normally provided by a
professional company in the performance of similar services.
Mirex understands that Xaxon will be relying upon the accuracy,
competence and completeness of it's services.
Xaxon shall have a permanent assignable, exclusive royalty
license to use any concept, product or process, patentable or
otherwise, furnished to Xaxon by Mirex, or otherwise conceived or
developed by Mirex in the performance of this Agreement.
All materials prepared or developed by Consultant hereunder
including, without limitation, documents, calculations, maps,
sketches, notes, reports, data, models and samples, shall become
the property of Xaxon when prepared. All materials shall be
delivered to Xaxon.
Xaxon Immobilien und Anlagen Consult GmbH
/s/Lewis Eslick
Lewis Eslick, Geschaeftsfuehrer
(Managing Director)
MIREX, INC.
/s/Lewis Eslick /s/Leslie B. Eslick
Lewis Eslick, President Leslie B. Eslick, Secretary
WALKER - WINECUP - GAMBLE, INC.
P.O. BOX 639
FT. PIERCE FLORIDA 34954
August 11, 1995
Xaxon Immobilien und Investoren Consult GmbH
Saalburgstrasse 157
61350 Bad Homburg v.d.H.
Germany
Attn: Lewis M. Eslick
Re: Walker-Winecup-Gamble, Inc.
Dear Lewis,
I am sending you the information that you requested from Arnold
Mullen. Lewis, although these reports were made while Lands of
Sierra were the owners, it is my understanding that these reports
took a time period of three years and a cost of four million
dollars to complete. The nice thing about talking to those know
is that these reports are valid today with a minimal amount of
changes to update them. This puts the property in a very good
posture, with the time and expense of those reports already done.
Lewis, If you decide to tour the property, let will notify Merlin
Kingston, who has the lease operations. We will have a man who
knows the with you if you desire some help.
Your Friend,
/s/Dave
Dave
DLW/gbb
Enclosures:
TERM SHEET
August 24,1995
Buyer: Xaxon Immobilien and Investoren Consult GmbH
c/o Lewis Eslick Apartment Nr. 363
c/o Hotel Arcadia
am Houllier Platz 2
61381 Friedicksdorf
Germany
Seller: Walker Winecup Gamble Inc.
C/o Arnold Mullen
1601 Forum Place Suite 905
West Palm Beach, FL 33401
U.S.A.
Property: All of the shares of stock of the Walker Winecup
Gamble, Inc.(Full description of the assets to be
attached to final agreement)
Total purchase price: U.S. $35,425,000
Down payment: U.S. $1,000,000 in escrow with execution of this
U.S. $2,542,500 payable at closing
U.S. $3,542,500 total down payment
Balance of purchase price: 12 equal monthly payments of U.S.
$2,656,875 secured by an irrevocable bank guarantee acceptable by
the sellers from one of the top 25 Western European banks. The
bank and the exact wording of the guarantee shall be finalized
within 60 days of the execution of this document.
Recap of total purchase Price:
US $ 1,000,000 with execution of this Term Sheet.
US $ 2,542,500 balance of down payment at closing
US $31,882,500 total of 12 equal monthly installments
commencing 30 days from date of closing
US $35,425,000 total purchase price
Buyer understands and agrees to assist Seller to arrange to
sell the receivable/bank guarantee concurrent with the closing
date.
Closing date: December 5,1995
Escrow: All bank documents and funds through the date of closing
shall be held by the escrow agent which is:
First American Title Company of Nevada
241 Ridge Street
Reno, Nevada 89501
Attention: Mary Clark
Terms of down payment: The $1, 000,000 down payment in escrow
shall be placed in an interest earning account. During the first
30 days from receipt and acceptance of this initial down payment,
the purchaser shall be entitled to a complete refund of this
initial down payment of $1,000,000 plus any interest earned
thereon, less the costs of the escrow account, if he for any
reason so requests in writing. After the initial 30 days, one
half the initial down payment (U.S. $500,000) becomes non
refundable. After 60 days the entire U.S. $1,000,000 becomes non
refundable.
Buyers rights: During the 90 days due diligence, the seller shall
cooperate completely with the buyer on any documents the buyer
may wish to review. Although the Buyer is already familiar with
the property and has previously inspected and/or learned about
the property, he still has the complete right to inspect the
property. The buyer and seller agree that it is in their mutual
best interest that any inspections and viewing of documents be
done in a quiet and confidential basis, and that all arrangements
will be made between them with this kept in mind.
Time: Time is of the essence. This term sheet expires on
September 5,1995. If an executed copy by the Buyer is not
received in the office of the seller by midnight eastern daylight
time, September 5,1995, along with confirmation that the initial
U.S. $1,000,000 has been received by the escrow agent, this term
sheet and agreement shall expire.
Final Agreement: Upon receipt of the U.S. $1,000,000 by the
escrow agent and the executed copy of this Term Sheet, Seller
shall instruct his attorney to prepare a final agreement within
ten days.
Buyer:
Xaxon Immobilien and Investoren Consult GmbH
By:/s/Lewis Eslick
Seller:
Walker Winecup Gamble, Inc.
/s/Arnold Mullen
By: Arnold Mullen
EXHIBIT 9
Order of Saint John
Of Jerusalem, of Rhodes & Malta Ecumenical
(The Office of the General Grand Consul U.K.
Tel: + 44 - (0)1302 - 752357 Fax: + 44 - (0) 1302 - 752357
Mob: UK 0780 431827
E - Mail Address = GEC@PFNUK.Freeserve.Co.UK
U.K. Address for post delivery as below
12 Galway Rd. Bircotes, Doncaster, S York's DN118Bl, EnglandIn
Association With Paragon & Associates
To: Mirex, Inc. Date: 24 - Aug - 1999
8452 Boseck Drive
Suite No. 272
Las Vegas, Nevada 89145
U.S.A.
Attn: Mr. Lewis Eslick, President.
Dear Mr. Eslick,
We have been informed that Mirex, Inc. (a Nevada
Corporation) has entered into an agreement with Xaxon Immobilien
und Anlagen Consult GmbH, a German registered Company, to assist
in the sourcing and provision of the necessary financing required
to purchase the Thousand Springs Ranches located in Elko County,
Nevada U.S.A. and for the ongoing development therein required.
We confirm that we have been made aware of the brokerage
agreement between Mirex, Inc. and Xaxon Immobilien und Anlagen
Consult GmbH, to become effected upon Mirex, Inc. successfully
producing the referenced funding.
We confirm that we will continue to work with Xaxon
Immobilien GmbH and we will work diligently with Mirex, Inc. to
assist in the provision of the required minimum funding of $125
Million USD. And that we understand that Mirex, Inc. is to be
remunerated in an amount equal 3.5% of any funding that it may
cause secure for the above referenced project.
We understand that upon successful funding being obtained,
Mirex Inc. is to installed as project manager, and will assist in
the further development of the ranch project.
We further understand that Mirex Inc. will be installed as
Consultant Project Manager on the proposed, modern hydroelectric
dam, to be constructed at Twenty One Mile Canyon within the ranch
complex, and that upon successful funding being achieved and
construction contract being executed, Mirex Inc. will be entitled
to add fees equal to 7.5% of any base contract price.
/s/ G. E, Colley SEAL OF THE
HE Graeme E, Colley, General Grand Consul (U. K.)
EXHIBIT 10
November 17, 1999
U. S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N. W.
Washington, D.C. 20549
Re: Mirex, Inc. - Form SB-2
Dear Sir/Madam:
We have acted as counsel to Mirex, Inc., a Nevada corporation
("Company"), in connection with its Registration Statement on
Form SB-2 relating to the registration of 5,000,000 shares of
Its common stock ("Shares"), $0.001 par value per Share, at a
Maximum offering price of $0.004 per Share.
In our representation we have examined such documents, corporate
Records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation and Bylaws of the
Company.
Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued
and sold, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
/s/Shawn F. Hackman, Esq.