0001015402-01-502774.txt : 20011009
0001015402-01-502774.hdr.sgml : 20011009
ACCESSION NUMBER: 0001015402-01-502774
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010917
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010924
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CRESCENT COMMUNICATIONS INC
CENTRAL INDEX KEY: 0000768216
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 870565948
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22711
FILM NUMBER: 1743455
BUSINESS ADDRESS:
STREET 1: 701 NORTH POST OAK ROAD
STREET 2: SUITE 630
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 7136827400
MAIL ADDRESS:
STREET 1: 701 NORTH POST OAK ROAD
STREET 2: SUITE 630
CITY: HOUSTON
STATE: TX
ZIP: 77024
FORMER COMPANY:
FORMER CONFORMED NAME: BERENS INDUSTRIES INC
DATE OF NAME CHANGE: 19990823
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL AIR CORP
DATE OF NAME CHANGE: 19970521
8-K
1
doc1.txt
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant To Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): September 17, 2001
Crescent Communications, Inc.
(Exact name of registrant as specified in its charter)
Nevada 0-22711 87-05065948
(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
701 North Post Oak Rd., Suite 630
Houston, Texas 77024
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (713) 682-7400
Berens Industries, Inc.
(Former Name of Registrant)
Item 5. Other Events.
Pursuant to the consent of a majority of our shareholders, we took
corporate action on the following four matters:
A. Effective September 12, 2001, our Board of Directors consists of Robert E.
Davis, Jeff Olexa, Manfred Sternberg and Jeffrey Hansen, all of whom shall
serve as Directors until their successors are duly elected and qualified.
B. Effective September 17, 2001 we changed our name to Crescent
Communications, Inc. (formerly, our name was Berens Industries, Inc.)
C. Effective as of the close of business on September 24, 2001, there is a 1:5
reverse split of our common stock. Our post-reverse-split common stock
begins trading at the opening of business on September 25, 2001.
D. Our independent auditors shall be Ham, Langston & Brezina, LLP, Certified
Public Accountants of Houston, Texas for the year ending December 31, 2001.
In addition to the above corporate actions, at the opening of business on
September 25, 2001, the new trading symbol of our common stock is "CCES".
Biographies of our present Directors.
Robert Davis, age 43, has been a Director since July 2001. Mr. Davis
received a B.B.A. in Finance from Texas A&M University in 1980. Mr. Davis is
also involved in the energy industry having founded several successful
companies, including Upland Energy, Inc. in 1985, MPH Production Co. in 1988,
and. Laguna Rig Service, Inc. in 1999. Mr. Davis has been the President of
Upland Energy, Inc. since its incorporation and has primarily been involved in
the oil and gas business since that time.
Jeff Olexa, age 41, has 17 years experience in technical and consultative
selling in the telecommunications and Internet industries. Mr. Olexa had been
employed by Crescent Services Corp. since March 1999 in varying capacities, and
most recently as President. Between 1990 and 1999, he was employed by National
Business Group, a nation-wide integration company where he served as Regional
Director over the South Central Region. From 1986 to 1989 he worked for CXR
Telecom. Prior to his private sector experience, Mr. Olexa was in the armed
forces where he maintained an Air Force telecommunication facility. This
facility utilized wireless communications, including line-of-site microwave
communications and other broadband technologies between Greece, Turkey and
Italy. Jeff Olexa has been our President since July 2001.
Manfred Sternberg, age 40, is a graduate of Tulane University and Louisiana
State University School of Law. Mr. Sternberg is licensed to practice law in
Texas and Louisiana and is Board Certified in Consumer Law by the Texas Board of
Legal Specialization. He has been engaged in the general practice of law since
1987. He has been primarily engaged in civil litigation and providing general
counsel to several small companies in the Houston area. He has worked for his
own law firm for the last ten years. Mr. Sternberg was the Chief Executive
Officer of Crescent Services Corp. in January 2001, when an involuntary
bankruptcy proceeding under Chapter 7 of the Bankruptcy Code was commenced
against Crescent Services Corp. in a case styled In re: Crescent Services, Inc.,
Number 01-30189-H4-11, U.S. Bankruptcy Court, Southern District of Texas.
Shortly thereafter, this was converted into a Chapter 11 debtor-in-possession
proceeding. Manfred Sternberg was the Chief Executive Officer, Director and
sole shareholder of Crescent Services Corp. In July 2001, we purchased certain
assets of Crescent Services Corp. for the cash sum of $150,000. Crescent
Services Corp. remains in bankruptcy at this time. Mr. Sternberg has been our
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary since
July 2001.
Jeffrey Hansen, age 49, has served as director since July 2000. Mr. Hansen
has owned and operated his own law practice for the past twenty years in
Houston, TX. Mr. Hansen has served as president of Simkova, LLC and general
partner of Yolana Partnership, Ltd. since July 2000. He has a J.D., South Texas
College of Law (1978), and a B.A. Degree, State University of New York-Oswego
(1974).
Item 7. Financial Statements and Exhibits
(a) Financial Statements: None.
(b) Exhibits: 3.1 Amendment to Articles of Incorporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Crescent Communications, Inc.
By: _____________________________
Dated: September 24, 2001 /s/ Manfred Sternberg, Chief Executive
Officer and
Chief Financial Officer
Manfred Sternberg, Chief Executive Officer and
Chief Financial Officer
EX-3.1
3
doc2.txt
Exhibit 3.1 -- Amendment to Articles of Incorporation.
[File-stamp of Secretary of State of Nevada dated September 17, 2001]
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF BERENS INDUSTRIES, INC.
CHANGING ITS NAME TO: CRESCENT COMMUNICATIONS, INC.
We, the undersigned, Jeffrey Olexa, President of Berens Industries, Inc., and
Manfred Sternberg, Chief Executive Officer, Chief Financial Officer, Treasurer
and Secretary of Berens Industries, Inc., do hereby certify that:
Pursuant to Nevada Revised Statutes 78.385 and 78.390, the undersigned
corporation adopted the following Articles of Amendment to its Restated Articles
of Incorporation.
Article I of the Restated Articles of Incorporation is amended in its entirety
to read:
1. The name of the corporation shall be: CRESCENT COMMUNICATIONS, INC.
The Board of Directors recommended and consented to this change and amendment on
July 23, 2001. A majority of the shareholders of the corporation consented
pursuant to 78.320 to change and amend the Articles of Incorporation. A total
of 12,426,350 shares of common stock and 600 shares of the Series A Preferred
Stock consented, which constituted the consent of a majority of the shares
entitled to vote on this amendment.
---------------------------------
by /s/ Jeffrey Olexa
Jeffrey Olexa
President, Berens Industries, Inc.
------------------------------------------------------------------
by /s/ Manfred Sternberg
Manfred Sternberg
Chief Executive Officer, Chief Financial Officer,
Treasurer and Secretary of Berens Industries, Inc.
STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared
Jeffrey Olexa, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL of office this 13th day of September 2001.
[Notary Seal] /s/ Barbara Fullerton
NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS
My commission expires 11/13/03.
STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared
Manfred Sternberg, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL of office this 13th day of September 2001.
[Notary Seal] /s/ Barbara Fullerton
NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS
My commission expires 11/13/03.