Scepter Holdings Inc. (BRZL)

[strike_early]

Rainmaker brought up this issue yesterday, regarding the deal to purchase Renfro Energy as part of the Reverse Merger. I attempted to answer him, but I was wrong in stating that Renfro was issued shares as part of the Reverse Merger to acquire Renfro Energy. I was slightly embarassed not knowing what the exact terms were. As he stated, we should all know the exact terms of this as shareholders. I searched all night and even today. I combed thru all the 8K's and 10Q's.

What I found put me at ease. First, there is no other additional shares to be issued as part of this reverse merger.

First, the service agreement entered on 5/28/10, hired to take advantage of Renfro's knowledge and connections.
http://biz.yahoo.com/e/100820/brzl.pk8-k.html
Form 8-K for BRAZOS INTERNATIONAL EXPLORATION, INC.

20-Aug-2010

Changes in Control or Registrant, Change in Directors or P


ITEM 5.01 Changes in Control of Registrant.

On May 28, 2010, the Company entered into a services agreement (the "Agreement") with Renfro Holdings, Inc. ("Renfro") whereby Renfro will assist the Company in acquiring oil and gas companies by locating the appropriate candidates for acquisition, including Renfro Energy LLC (the "Services"). In consideration for providing the Services, the Company will issue to Renfro 24,000,000 shares of common stock, $0.001 par value per share. Accordingly, the Company now has 44,400,000 shares of common stock outstanding.

The issuance of the shares of common stock was made in reliance upon exemptions from registration pursuant to section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. Renfro is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. A copy of this agreement was previously filed on Form 8K on June 3, 2010

In the 8-K Filed on 8/20/2010 the LOI states exactly what is in this article. Amongst all the articles, this article from Oil And Energy News was the only one that had it right, and it coincided with the 8-K. It states

May 18, 2010
Brazos International Exploration, Inc. Enters into Letter of Intent to Purchase Oil and Gas Company
NEW YORK--(BUSINESS WIRE)--Brazos International Exploration, Inc.(Over The Counter Bulletin Board: BRZL), announced today it has executed a Letter of Intent to purchase Renfro Energy, LLC (“RE”), a Dallas, Texas based independent oil and gas company. RE primary assets is its 100% interest in an oil producing property located in Southwest Louisiana with significant development and exploration potential.

In exchange for cash consideration and a net profits interest in the property, BRZL will purchase 100% of the membership interests in RE which includes the company’s two producing oil wells making 12-15 barrels per day, one saltwater disposal well, one shut-in well designated for exploration drilling, several pumping units, an oil, gas, and water separation facility, an oil and water pumping facility, an oil and gas storage facility, and five square miles of 3-D Seismic data processed and partially evaluated.

I could not find the exact specifics, but it states for cash considerations and net profit interest in the property. This also made me feel better. OK, he gets cash and some of the net profits of the properties that will be conveyed over to BRZL. He has a stake in the game. Not only does he have 480 Million Shares of BRZL but he also gets cash and profits. Mind you not profits from future acquisitions which he is planning to do, but from the properties conveyed. Renfro stands to lose more than anyone on this board, more than any shareholder. Why would he throw away all of this, and not make the deal work.

On the Brazos website, it already lists Mr Renfro as the CEO...this also made me feel good.
http://brazosinternational.info/management-summary/organizational-structure-and-management-team/

Again from the Brazos website the pay plan of key individuals
http://brazosinternational.info/management-summary/personnel-plan/

Although I could not find the exact specifics, Rainmaker was right. The 24 Million shares granted to Mr. Renfro was for his services, which later with the split has turned into 480 Million Shares.

In conclusion, BRZL is ready to go with the audit as a formality that needs to be accomplished (as stated on a 10 K). Mr Renfro has become majority shareholder, CEO, has brought in his key personnel, and objectives in mind. This ship is in his hands. I don't forsee anything bad happening to BRZL, only good. Renfro makes money, we make money. He has taken control and is in charge. His knowledge will allow BRZL to acquire the right oil leases, after all, it's his backyard. God bless BRZL and all shareholders !!! IMHO

Renfro has been successful 12 times with other companies. He is deeply rooted into BRZL. Why would BRZL be any different than his other successes.

Lastly, when someone brings up an honest question, let's all try to work together to find the answer instead of barking at one another. Let's be civil and make this board a shining example.