Replies to post #15779 on Adapti Inc (ADTI)

[pro-trader]

this was the letter of intent to buy


Renfro Energy Letter of Intent




RFNFRO ENERGY, LLC


May 15,2010


Mr. Samuel G. Weiss, President

Brazos International Exploration, Inc.

2819 Fort Hamilton Parkway

Brooklyn, NY 11218


Gentlemen:


This letter of intent ("LOI") by and between the limited liability company members ("Seller") of Renfro

Energy, LLC ("RE"), a Texas Limited Liability Company, and Brazos International Exploration, Inc.

("Buyer"), a Nevada Corporation, shall stipulate conditions under which Buyer shall purchase the membership interests of Seller.


Not included in the sale are personal effects including office equipment, computers, printers, supplies, etc. and the Jenkins lease located near Bristow, Oklahoma. All other assets of RE will be sold to Buyer with the primary asset to be conveyed being all of Seller's right, title, and interest of Seller's production, lands, equipment, and easements and third party agreements related to the Cameron Meadows Field which is herein further described as the Cameron Parish School Board Lease located in Section 16, Township 14S, Range 13W, Cameron Parish, Louisiana ("Property"). Seller stipulates that RE owns 100% working interest and 72.0% net revenue interest in Property.


Seller is willing to sell 100% of their interests in Renfro Energy, LLC to Buyer subject to the following terms and conditions:

1. The date all final contracts and agreements related to this transaction will be executed will occur on or before June 15, 2010 (such date is called the "Closing").

2. Buyer will purchase RE from Seller for $700,000 ("Purchase Price") payable at Closing.

3. At Closing, Buyer shall convey a 10% net profits interest ("NPI") in the Property to an individual or company designated by James R. Renfro. Calculations for the definition of net profit shall not be burdened with any capital expenditure or drilling, completion, and facility costs but solely related to hydrocarbon sales and direct lease operating expenses associated on a per well and not project basis.

4. Effective date of purchase of RE is June 1, 2010.

5. Sale is subject to the satisfactory review of record title and ownership by Buyer and its legal counsel.

6. Buyer will be allowed to review well files and other company records of RE.

7. Buyer or its representatives shall have the right to meet field personnel and inspect Property.

8. The terms of the proposed transaction will be documented in a written definitive purchase and sale agreement ("PSA"). If the PSA is not executed by Buyer and Seller within 30 days from the date of full execution of this LOI, Seller has the sole and absolute discretion, but not the obligation, to terminate this transaction without cause and there shall be no damages to Buyer or Seller. Exercise of such right shall be performed through a letter emailed to Buyer from Seller. Once such right is exercised, all terms and provisions in this LOI shall be null and void.

9. Seller warrants no action, claim or investigation is pending or threatened against the Property.

If the proposed conditions are acceptable, please execute below and return one executed original.






Best regards,


/S/ James RE. Renfro

James R. Renfro, Managing Member

Renfro Energy, LLC



/s/ James R. Renfro

James R. Renfro, Individual



/s/ James R. Renfro

James R. Renfro, President

Renfro Holding, Inc.


AGREED and ACCEPTED this 15th day of May, 2010.


/s/ Samuel G. Weiss

Samuel G. Weiss, President

Brazos International Exploration, Inc.




http://edgar.sec.gov/Archives/edgar/data/1420924/000109635011000053/wx99one.htm

[pro-trader]

this is what I was talking about the dba issue



https://ourcpa.cpa.state.tx.us/coa/servlet/cpa.app.coa.CoaLetter

[pro-trader]

the hint for RM is only in the filing that I can find

click this link

Franchise Tax Certification of Account Status

https://ourcpa.cpa.state.tx.us/coa/servlet/cpa.app.coa.CoaGetTp?Pg=tpid&Search_Nm=brazos%20international%20&Button=search&Search_ID=32042667082

then go to this link

To obtain a certificate that is sufficient for dissolution, merger, or conversion, see Publication 98-336d, Requirements to Dissolve, Merge or Convert a Texas Entity.


this is where it takes you, that why this yax filing is necessary


Tax Requirements for Filings with the Secretary of State

Tax Clearance Required for Reinstatement

An entity reinstating its registration with the Texas Secretary of State must provide a tax clearance letter showing that all franchise taxes have been paid. Tax Clearance letters will be issued, upon request, by the Comptroller's office after all franchise tax reports and the appropriate signed information reports due through the date of reinstatements are filed, and all franchise tax, penalty and interest due on those reports are paid.

Use form 05-391 (PDF, 39KB) to request the tax clearance letter.

Exempt entities should contact the Exempt Organizations Section to obtain a tax clearance letter.

Visit the Secretary of State for filing options, requirements and forms.
Franchise Tax Requirements to End the Registration of an Entity with the Secretary of State
(Termination, Cancellation, Withdrawal, Merger, Conversion)
Termination/Cancellation/Withdrawal

In order to end the legal existence of an entity through termination or cancellation, or to withdraw a non-Texas entity's registration with the Secretary of State, the entity must obtain a certificate of account status from the Comptroller. The certificate must be included with the documents filed with the Secretary of State.

Before the Comptroller can issue the certificate, the entity must satisfy all tax responsibilities for all taxes administered by the Comptroller of Public Accounts under Title 2, Tax Code. This includes filing a franchise tax report, the appropriate signed Information Report and a final franchise tax report for the year in which the termination documents are filed with the Secretary of State.

Use form 05-359 (PDF, 225KB) to request the certificate.

An entity that is a member of an affiliated group required to file a combined report should complete Form 05-359 and, in Section A, provide the name and taxpayer number of the entity that will report franchise tax on the entity's behalf.

Visit the Secretary of State for filing options, requirements and forms.
Merger

In order for a Texas entity to merge out of existence, the entity must provide evidence that all franchise tax responsibilities have been satisfied. The evidence can be

a statement in the documents filed with the Secretary of State that the surviving entity is responsible for the franchise tax, or
a certificate of account status issued by the Comptroller.

Before the Comptroller can issue the certificate, the entity must satisfy all franchise tax responsibilities, including a franchise tax report, the appropriate, signed Information Report and a final franchise tax report for the year in which the documents are filed with the Secretary of State.

Use form 05-359 (PDF, 225KB) to request the certificate.

Visit the Secretary of State for filing options, requirements and forms.
Conversion

A taxable entity converting to another taxable entity must be in good standing and must file a franchise tax report and the appropriate, signed information report for the year in which the documents are filed with the Secretary of State. No final report is due, and a certificate of account status is not required, because the converted entity continues to file franchise tax reports.

A taxable entity converting to a non-taxable entity must provide evidence that all franchise tax responsibilities have been satisfied. The evidence can be

a statement in the documents filed with the Secretary of State that the surviving entity is responsible for the franchise tax, or
a certificate of account status issued by the Comptroller.

Before the Comptroller can issue the certificate, the entity must satisfy all franchise tax responsibilities, including a franchise tax report, the appropriate, signed Information Report and a final franchise tax report for the year in which the documents are filed with the Secretary of State.

Use form 05-359 (PDF, 225KB) to request the certificate.

Visit the Secretary of State for filing options, requirements and forms.
Expediting a Filing with the Secretary of State

The Secretary of State processes filings within three business days of receipt. If faster turnaround is required, the filing should be presented to the Secretary of State with a request to expedite and payment of the $25 (per document) expedite fee in addition to the filing fee. Filings submitted through SOSDirect (http://www.sos.state.tx.us/corp/sosda/index.shtml), the Secretary of State's online filing system, are generally processed within four to eight business hours.

http://window.state.tx.us/taxinfo/franchise/tax_req_sos.html