U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended October 31, 2002
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                    000-32205


                                 BRENEX OIL CORPORATION
                 (Name of Small Business Issuer in its Charter)


                  UTAH                                  87-0666021
      (State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
       incorporation or organization)


          4685 South Highland Dr., Suite 202 Salt Lake City, UT  84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 278-9424


                             90 South 100 West #205
                               St. George UT 84771
                                  -------------

          (Former Name or Former Address, if changed since last Report)


Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.0001 par value
                                                               common stock


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year: October 31, 2002 - $0.

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     October 31, 200 - $154. There are approximately 1,541,876 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.0001 per share.


                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 January 16, 2003
                                   16,003,951

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---


                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

     Brenex Oil Corp.,  a Utah  corporation  (the  "Company"),  formerly  Desert
Automotive Research,  Inc., was incorporated under the laws of the State of Utah
on August 9, 1977.  On September 1, 1981,  the Company's  directors  amended the
Articles  of  Incorporation  to change  the name to Brenex Oil  Corporation.  On
February 6, 2000, the Company's  directors amended the Articles of Incorporation
to change the par value of the common stock from $.01 to $.0001.

     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

Business.
---------

     The Company was organized by the directors  principally  for the purpose of
engaging  in any lawfull  activity.  In  September  of 1981,  the Company  began
pursuing  opportunities in the development and production of oil well facilities
including entering into leases and partnerships and acting as general partner of
ventures.  These  operations  proved to be unsuccessful and ended over ten years
ago,  and  since  there  have  been  no  further  operations.   Other  than  the
above-referenced   matters  and  seeking  and  investigating  potential  assets,
property  or  businesses  to acquire,  the Company has had no material  business
operations  for over ten  years.  To the  extent  that the  Company  intends  to
continue  to seek the  acquisition  of assets,  property  or  business  that may
benefit the Company and its  stockholders,  it is  essentially  a "blank  check"
company.  Because the Company has no assets and  conducts no material  business,
management anticipates that any such venture would require it to issue shares of
its common  stock as the sole  consideration  to acquire the  venture.  This may
result in  substantial  dilution  of the  shares of  current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete  any such  venture;  the  approval of  stockholders  will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting  to  between  80% and 95% of the  outstanding  shares  of the  Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

     Although  the  Company  has not  communicated  with any other  entity  with
respect to any  potential  merger or  acquisition  transaction,  management  has
determined to file this Registration Statement on a voluntary basis. In order to
have  stock  quotations  for its common  stock on the  National  Association  of
Securities Dealers' Automated  Quotation System ("NASDAQ"),  an issuer must have
such  securities  registered  under the  Securities and Exchange Act of 1934, as
amended  (the  "1934  Act").  Upon  the  effective  date  of  this  Registration
Statement, the Company's common stock will become registered for purposes of the
1934 Act. Management believes that this will make the Company more desirable for
entities  that  may  be  interested  in  engaging  in a  merger  or  acquisition
transaction.  To the extent that  management  deems it advisable or necessary to
obtain a quotation of its common  stock on any  securities  market,  the Company
will  voluntarily file periodic reports in the event its obligation to file such
reports is terminated under the 1934 Act. Further,  the National  Association of
Securities  Dealers,   Inc.  (the  "NASD")  requires  that  all  "non-reporting"
companies  whose  shares of common  stock are quoted on the NASD's OTC  Bulletin
Board be dropped. The company is not currently listed on the OTC Bulletin Board.

     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership  interest;  a transaction of this type
would create a conflict of interest for such a person.  Current  Company  policy
does not prohibit such  transactions.  Because no such  transaction is currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

     Any finder's fee would be negotiated  once a prospective  merger  candidate
has been  identified.  Typically,  a finder's  fee is based  upon a  percentage,
ranging from 5% to 15% of the fees described above.

     None of the Company's directors,  executive officers or promoters, or their
affiliates or associates,  has had any negotiations with any  representatives of
the  owners  of  any  business  or  company  regarding  the  possibility  of  an
acquisition or merger  transaction  with the Company.  Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.

Risk Factors.
------------

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing  any  shares  that are  deemed to be "penny  stock."  Moreover,  Reg.
Section   240.15g-9  of  the   Securities  and  Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

Principal Products and Services.
--------------------------------

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.
-------------------------------------------------

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
--------------------------------------------------------------------------

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.
-------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Sarbanes-Oxley Act.
     -------------------

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Sarbanes-Oxley  Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory  requirements on  publicly-held  companies and their insiders.
Many of these requirements will affect us. For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures
and policies to determine whether they comply with the Sarbanes-Oxley Act and
the new regulations promulgated thereunder.  We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-
Oxley Act and will take whatever actions are necessary to ensure that we are
in compliance.

Research and Development.
-------------------------

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.
--------------------

     None.

Item 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its President, Tom Howells, and are currently provided at no
cost. Because the Company has had no business, its activities will be limited to
keeping itself in good standing in the State of Utah,  seeking out acquisitions,
reorganizations or mergers and preparing and filing the appropriate reports with
the  Securities  and Exchange  Commission.  These  activities  have  consumed an
insubstantial amount of management's time.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     None; not applicable.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     The Company's  shares are traded on the OTC Bulletin Board under the symbol
BRNX.  The  Company's  shares have been traded on the OTC  Bulletin  Board since
September  9, 2002;  however,  management  does not  expect  any  public  market
activity to develop unless and until the Company completes an acquisition

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 274.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     On December 1, 2000, the Company issued  1,000,000  shares pursuant to Rule
701 of the 1933 Act. These shares were issued to two consultants of the Company,
in accordance with a written plan adopted by the Board of Directors for services
in the amount of $1,000, rendered to the Company, issued at $.001 per share.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during the last two  calendar  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture.  As of  October  31,  2002,  it had no  cash or  cash  equivalents.  If
additional funds are required during this period,  such funds may be advanced by
management or stockholders as loans to the Company.  Because the Company has not
identified  any such venture as of the date of this Report,  it is impossible to
predict  the amount of any such loan.  However,  any such loan should not exceed
$25,000  and will be on terms no less  favorable  to the  Company  than would be
available  from a commercial  lender in an arm's length  transaction.  As of the
date of this  Report,  the Company is not engaged in any  negotiations  with any
person regarding any such venture.

Results of Operations.
----------------------

     Other than  maintaing  its good  corporate  standing  in the State of Utah,
compromising  and  settling  its debts and  seeking the  acquisition  of assets,
properties or businesses that may benefit the Company and its stockholders,  the
Company has had no material business  operations in the two most recent calendar
years.

     As of October  31,  2002,  the  Company's  had no assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the 12 month  period ended  October 31, 2002,  the Company had a net
loss of $3,474.  The Company has  received no revenues in either of its two most
recent calendar  years.  See the Index to Financial  Statements,  Item 7 of this
Report.

Liquidity.
---------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.

Item 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended October 31, 2002 and 2001

          Independent Auditors' Report

          Balance Sheet - October 31, 2002

          Statements of Operations for the years ended
          October 31, 2002 and 2001, and for the period from Reactivation
          [November 11, 1999] through October 31, 2002

          Statements of Stockholders' Deficit for the Period from Reactivation
          [November 11, 1999] through October 31, 2002

          Statements of Cash Flows for the years ended October 31, 2002 and
          2001, and for the period from Reactivation [November 11, 2002]
          through October 31, 2002.

          Notes to the Financial Statements








<PAGE>






                             Brenex Oil Corporation
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                October 31, 2002


<PAGE>
<TABLE>
<CAPTION>



                             Brenex Oil Corporation
                          [A Development Stage Company]
                                TABLE OF CONTENTS
<S>                                                                                  <C>


                                                                                     Page

Independent Auditors' Report                                                          1

Balance Sheet -- October 31, 2002                                                     2

Statements of Operations for the years
ended October 31, 2002 and 2001 and for
the period from Reactivation [November 11, 1999]
through October 31, 2002                                                              3

Statements of Stockholders' Deficit for the period
from Reactivation [November 11, 1999] through October 31, 2002                        4

Statements of Cash Flows for the years ended October 31, 2002
and 2001 and for the period from Reactivation [November 11, 1999]
through October 31, 2002                                                              5

Notes to Financial Statements                                                      6 -- 8


</TABLE>

<PAGE>






                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Brenex Oil Corporation [a development stage company]


     We have audited the accompanying balance sheet of Brenex Oil Corporation [a
development stage company] as of October 31, 2002, and the related statements of
operations,  stockholders'  deficit,  and cash flows for the years ended October
31,  2002 and 2001 and for the period  from  Reactivation  [November  11,  1999]
through October 31, 2002. These financial  statements are the  responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  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.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Brenex Oil Corporation [a
development stage company] as of October 31, 2002, and the results of operations
and cash flows for the years ended  October 31, 2002 and 2001 and for the period
from  Reactivation  [November 11, 1999] through  October 31, 2002, in conformity
with accounting principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has accumulated  losses from operations,  no
assets,  and a net working capital deficiency that raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 2. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



                                     Mantyla McReynolds

Salt Lake City, Utah
January 15, 2003

<PAGE>
<TABLE>
<CAPTION>


                                               Brenex Oil Corporation
                                            [A Development Stage Company]
                                                    Balance Sheet
                                                  October 31, 2002
<S>                                                                                            <C>


                                                       ASSETS


Assets                                                                                          $                      0
                                                                                                   ---------------------
                             Total Assets                                                       $                      0
                                                                                                   =====================



                                        LIABILITIES AND STOCKHOLDERS' DEFICIT



Liabilities:
  Current Liabilities:
  Accounts Payable - NOTE 5                                                                     $                  6,176
  Income Taxes Payable - NOTE 3                                                                                      100
                                                                                                   ---------------------
           Total Current Liabilities                                                                               6,276
                       Total Liabilities                                                                           6,276

Stockholders' Deficit:
  Common Stock -- 50,000,000 shares authorized having
   par value of $.0001 per share; 16,003,951 shares issued
   and outstanding - NOTE 4                                                                                        1,600
  Additional Paid-in Capital                                                                                     469,906
  Accumulated Deficit                                                                                           (470,506)
  Deficit accumulated during development stage                                                                    (7,276)
                                                                                                   ---------------------
                      Total Stockholders' Deficit                                                                 (6,276)
                                                                                                   ---------------------
              Total Liabilities and Stockholders Deficit                                       $                      0
                                                                                                   =====================






                 See accompanying notes to financial statements.

                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             Brenex Oil Corporation
                          [A Development Stage Company]
                            Statements of Operations
 For the years ended October 31, 2002 and 2001 and for the period from Reactivation
                  [November 11, 1999] through October 31, 2002
<S>                                                    <C>                        <C>                    <C>



                                                                                                              Reactivation
                                                                                                                through
                                                                                                              October 31,
                                                                  2002                   2001                     2002
                                                            -----------------      -----------------      --------------------
Revenues                                                $                   0 $                    0 $                       0

General & Administrative Expenses                                       3,174                  3,702                     6,876
                                                            -----------------      -----------------      --------------------

                    Operating Loss                                     (3,174)                (3,702)                   (6,876)

                                                            -----------------      -----------------      --------------------
             Net Loss Before Income Taxes                              (3,174)                (3,702)                   (6,876)

Provision for Income Taxes                                               (300)                  (100)                     (400)
                                                            -----------------      -----------------      --------------------

Net Loss                                                $              (3,474)$               (3,802)$                  (7,276)
                                                            =================      =================      ====================



Basic and Diluted Loss Per Share                        $               (0.01) $               (0.01) $                  (0.01)
                                                            =================      =================      ====================

Weighted Average Shares Outstanding                                16,003,951             15,919,019                15,648,191

                                                            =================      =================      ====================








                                                          3

                                   See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             Brenex Oil Corporation
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
  For the Period from Reactivation [November 11, 1999] through October 31, 2002
<S>                               <C>                  <C>              <C>                    <C>                  <C>

                                                                           Additional                                     Net
                                      Common              Common            Paid-in             Accumulated          Stockholders'
                                      Shares              Stock             Capital               Deficit               Deficit
                                  --------------       ------------      --------------       ---------------       ---------------
Balance, November 11, 1999
(Reactivation)                        15,003,951  $           1,500 $           469,006              (470,506)$                   0
Net gain/(loss) for the Year
Ended October 31, 2000                                                                                      0                     0
                                  --------------       ------------      --------------       ---------------       ---------------
Balance, October 31, 2000             15,003,951              1,500             469,006  $           (470,506)                    0
                                  --------------       ------------      --------------       ---------------       ---------------
Issued shares for services             1,000,000                100                 900                                       1,000
Net loss for the Year Ended
October 31, 2001                                                                                       (3,802)               (3,802)
Balance, October 31, 2001             16,003,951  $           1,600 $           469,906  $           (474,308)$              (2,802)
Net loss for the Year Ended
October 31, 2002                                                                                       (3,474)               (3,474)
Balance, October 31, 2002             16,003,951              1,600             469,906              (477,782)               (6,276)
                                  ==============       ============      ==============       ===============       ===============





                                   See accompanying notes to financial statements.

                                                          4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             Brenex Oil Corporation
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the years ended October 31, 2002 and 2001, and for the period from Reactivation
                  [November 11, 1999] through October 31, 2002
<S>                                                               <C>                  <C>               <C>

                                                                                                               Reactivation
                                                                                                                 through
                                                                                                               October 31,
                                                                            2002              2001                2002
                                                                      --------------      -------------      ----------------
Cash Flows Provided by/(Used for) Operating Activities
Net Loss                                                          $           (3,474)$           (3,802)$              (7,276)
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Increase in accounts payable                                              3,474              2,702                 6,176
     Increase in income taxes payable                                                               100                   100
     Stock issued for services                                                                    1,000                 1,000
                                                                      --------------      -------------      ----------------
             Net Cash Used for Operating Activities                                0                  0                     0

                 Net Increase/(Decrease) in Cash                                   0                  0                     0

Beginning Cash Balance                                                             0                  0                     0
                                                                      --------------      -------------      ----------------

Ending Cash Balance                                               $                0 $                0 $                   0
                                                                      ==============      =============      ================

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest                          $                0 $                0 $                   0
  Cash paid during the year for income taxes                      $                0 $                0 $                   0






                                   See accompanying notes to financial statements.

                                                          5
</TABLE>
<PAGE>


                             Brenex Oil Corporation
                          [A Development Stage Company]
                          Notes to Financial Statements
                                October 31, 2002

NOTE 1            ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization

     Brenex Oil Corporation  (Company)  incorporated under the laws of the State
of Utah in August, 1977 as Deseret Automotive Research, Inc. The Company changed
its name to Brenex Oil  Corporation  in August of 1981.  The Company  engaged in
various  operations  through 1985. These operating  activities were unsuccessful
and the Company became  dormant.  In November of 1999, the Company became active
again as new  directors  and officers  were  elected.  The Company is now in the
development stage as it is seeking new business opportunities.

     The  financial  statements  of the Company have been prepared in accordance
with U.S. generally accepted accounting principles. The following summarizes the
more significant of such policies:

     (b) Income Taxes

     The Company  applies the  provisions  of Statement of Financial  Accounting
Standards No. 109 [the  Statement],  Accounting for Income Taxes.  The Statement
requires an asset and liability approach for financial  accounting and reporting
for income taxes, and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting bases and tax bases of
the  Company's  assets and  liabilities  at enacted tax rates  expected to be in
effect when such amounts are realized or settled.

     (c) Net Loss Per Common Share

     Loss per  common  share is based on the  weighted-average  number of shares
outstanding. Diluted loss per share is computed using weighted average number of
common  shares plus dilutive  common share  equivalents  outstanding  during the
period using the treasury  stock method.  There are no common stock  equivalents
outstanding, thus, basic and diluted loss per share calculations are the same.

     (d) Statement of Cash Flows

     For purposes of the statements of cash flows, the Company considers cash on
deposit in the bank to be cash. The Company had $0 cash at October 31, 2002.

                                        6
<PAGE>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                          Notes to Financial Statements
                                October 31, 2002
                                   [Continued]

NOTE 1            ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  [continued]

     (e) Use of Estimates in Preparation of Financial Statements

     The preparation of financial  statements in conformity with U.S.  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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

NOTE 2            LIQUIDITY/GOING CONCERN

     The Company has accumulated losses since  Reactivation  through October 31,
2002  amounting  to  $7,276,  has  no  assets,  and  has a net  working  capital
deficiency at October 31, 2002. These factors raise  substantial doubt about the
Company's ability to continue as a going concern.

     Management  plans include finding a  well-capitalized  merger  candidate to
recommence  its  operations.   The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

NOTE 3            INCOME TAXES

     Below is a summary of deferred tax asset calculations on net operating loss
carry  forward  amounts.  Loss carry  forward  amounts  expire at various  times
through 2022. A valuation  allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
<TABLE>
<S>                                              <C>               <C>              <C>

                                                        NOL
Description                                           Balance            Tax              Rate
------------------------------------------------ ----------------- ---------------  -----------------
   Federal Income Tax                            $           7,276 $        1,091          15%
   State Income Tax                                          6,876            344           5%
   Valuation allowance                                                     (1,435)
                                                                   ---------------
        Deferred tax asset 10/31/02                                $            0

</TABLE>

     The valuation  allowance  increased  $680 during the year ended October 31,
2002. The income tax provision of $300 consists of minimum  franchise  taxes due
or paid to the State of Utah.

                                        7


<PAGE>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                          Notes to Financial Statements
                                October 31, 2002
                                   [Continued]


NOTE 4            COMMON STOCK/RELATED PARTY TRANSACTION

     The Company issued 1,000,000 shares of common stock during December 2000 to
two officers for services valued at $1,000.


NOTE 5            ACCOUNTS PAYABLE

     A consultant has paid general and administrative  expenses on behalf of the
Company,  through  October 31,  2002,  of $6,176.  The  Company  has  recorded a
liability  for this  amount  which is  payable  on  demand  and is  non-interest
bearing.


                                                          8


<PAGE>


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>              <C>           <C>


Thomas Howells        President        05/15/01       *
                      Director         05/15/01       *

Cecil C. Wall         Vice President   04/15/98       *
                      Director         04/15/98       *

Kathleen Morrison     Secretary        05/15/01       *
                      Director         05/15/01       *
</TABLE>

* These persons presently serves in the capacities indicated.

Business Experience.

     Thomas J.  Howells,  Vice  President and a director is 30 years of age. Mr.
Howells  graduated  from  Westminster  College of Salt Lake City,  Utah,  with a
Bachelor of Arts degree in 1993.  Mr.  Howells has been working as an investment
consultant with Jenson Services since 1996.  Mr. Howells is currently attending
Westminster College of Salt Lake City, in pursuit of an MBA.

     Cecil Wall,  Vice  President  and a director  is 70 years of age.  Mr. Wall
attended  Utah State  University,  in Logan Utah. He was the founder of of Altex
Oil Corp. an oil and gas company. Mr. Wall specializes and has been in the field
of oil and ga s for over the past thirty years.

     Kathleen L. Morrison,  Secretay and a director,  age 45, has spent the past
eight years as the office manger for two entities.  For seven years, she was the
editor of Super Group, a vertical  market  computer  magazine  targeting  HP3000
users.  Mrs.  Morrison  received a B.A. degree from Colorado State University in
1978.

Significant Employees.
----------------------

The Company has no employees who are not executive officers.

Family Relationships.
---------------------

There are no family  relationships  between any director or  executive  officer.

Involvement in Certain Legal Proceedings.
-----------------------------------------

During the past five years, no present or former director,  executive officer or
person nominated to become a director or an executive officer of the Company:

     (1)  was a general  partner or executive  officer of any  business  against
          which any  bankruptcy  petition  was filed,  either at the time of the
          bankruptcy or two years prior to that time;

     (2)  was  convicted in a criminal  proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

     (4)  was found by a court of competent  jurisdiction  (in a civil  action),
          the  Commission or the Commodity  Futures  Trading  Commission to have
          violated a federal or state  securities  or  commodities  law, and the
          judgment has not been reversed, suspended or vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership,  with the  Securities  and  Exchange  Commission;  there have been no
changes in their  beneficial  ownership of shares of common stock of the Company
since the filing of their Form 3.

Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>

Thomas       10/31/02   0     0     0      0     0     0   0
Howells      10/31/01   0     0     0  500,000   0     0   0
Director,
President

Alycia C.    05/15/01   0     0     0      0     0     0   0
Anthony,     10/31/00   0     0     0      0     0     0   0
Ex-Director, 10/31/99   0     0     0      0     0     0   0
Ex-President

Cecil C.     10/31/02   0     0     0      0     0     0   0
Wall         10/31/01   0     0     0      0     0     0   0
Director,    10/31/00   0     0     0      0     0     0   0
Vice         10/31/99   0     0     0      0     0     0   0
President

Kathleen     10/31/02   0     0     0      0     0     0   0
Morrison     10/31/01   0     0     0      0     0     0   0
Director,
Secretary

Rick R.      05/15/01   0     0     0      0     0     0   0
Anthony,     10/31/00   0     0     0      0     0     0   0
Ex-Director, 10/31/99   0     0     0      0     0     0   0
Ex-Secretary

</TABLE>


Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five  percent of the  Company's  common  stock as of
October 31, 2002, with the  computations  being based upon 16,003,951  shares of
common stock being outstanding.

<TABLE>
<CAPTION>

                              Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                           <C>                        <C>

Cecil C. Wall                 12,505,175                 78%
                              -------                    -----
                              12,505,175                 78%

</TABLE>

Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                          <C>                      <C>

Thomas Howells                   500,000                3%

Cecil C. Wall                 12,505,175               78%

Kathleen Morrison                      0                0

                              ----------              ------
All directors and
executive officers            13,005,175               81%
as a group (3 persons)

</TABLE>

Changes in Control.
-------------------

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     None.

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>

  None.
</TABLE>

<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       BRENEX OIL CORPORATION



Date: 1-21-03                          By/S/ Thomas J. Howells
                                       Thomas J. Howells
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       BRENEX OIL CORPORATION



Date:  1-21-03                         By/S/ Thomas J. Howells
                                       Thomas Howells
                                       President and Director


Date:  1-21-03                         By/S/ Kathleen Morrison
                                       Kathleen Morrison
                                       Treasurer and Director

<PAGE>

                           CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  Thomas  J.  Howells,   President  of  Brenex  Oil   Corporation,   (the
"Registrant"), certify that:

     1.   I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2. Based on my  knowledge,  this Annual  Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  Annual  Report  is being
     prepared;

          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c)  presented  in  this  Annual  Report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  Registrant's  internal
     controls; and

     6. The Registrant's  other certifying  officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.




Dated:  January 21, 2003            Signature: By/S/ Thomas J. Howells
        -----------------                      -----------------------
                                     Thomas J. Howells
                                     President

<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Kathleen  Morrison,  Secretary/Treasurer  of Brenex Oil Corporation (the
"Registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2. Based on my  knowledge,  this Annual  Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  Annual  Report  is being
     prepared;

          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c)  presented  in  this  Annual  Report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  Registrant's  internal
     controls; and

     6. The Registrant's  other certifying  officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  January 21, 2003          Signature: By/S/ Kathleen Morrison
        -----------------                       --------------------
                                                Kathleen Morrison
                                                Secretary/Tresurer

<PAGE>


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with the  Annual  report of Brenex  Oil  Corporation,  (the
"Company") on Form 10-KSB for the annual period ended October 31, 2002, as filed
with the Securities and Exchange  Commission on the date hereof, (the "Report"),
I(We), Thomas Howells, President and Director and Kathleen Morrison,  Secretary,
Treasurer and Director, of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934, and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.




By/S/ Thomas Howells
President and Director
January 21, 2003



By/S/ Kathleen Morrison
Secretary and Director
January 21, 2003