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, 2001
                               -----------------

[ ]  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)



                                  685 Escalante
                              St. George UT 84771
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (435) 628-4600

                             BRENEX OIL CORPORATION
                                  -------------

                             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:   Common


     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, 2001 -
$0.

<PAGE>

     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, 2001 - $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:

                                NOVEMBER 2, 2001
                                   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
                                                ---     ---
<PAGE>

                                     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.

<PAGE>

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.
------------

In any business venture,  there are substantial risks specific to the particular
enterprise   which  cannot  be  ascertained   until  a  potential   acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined above.

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

     None; not applicable

Competition.
------------

     None; not applicable

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

     None; not applicable

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

     None; not applicable

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

     None; not applicable

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

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  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
Company is deemed to be a "small business issuer."

     The Securities and Exchange  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.

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

     None; not applicable

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

     None; not applicable

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

     None; not applicable


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 Vice  President,  Cecil  C.  Wall,  and are  currently
provided at no cost.  Because the Company has had no  business,  its  activities
have been limited to keeping itself in good standing in the State of Utah. These
activities  have  consumed  an  insignificant   amount  of  management's   time;
accordingly,  the  costs to Mr.  Wall of  providing  the use of his  office  and
telephone have been minimal.

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.
         ----------------------------------------------------

     During the fourth quarter of the year ended October 31, 2001, no matter was
submitted to a vote of the Company's  securities  holders,  whether  through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

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

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

     Although the Company has  submitted  for listing of its common stock on the
OTC Bulletin Board of the National Association of Securities Dealers,  Inc. (the
"NASD"),  there is  currently  no market  for such  shares;  and there can be no
assurance  that any such market will ever develop or be  maintained.  Any market
price for shares of common  stock of the Company is likely to be very  volatile,
and numerous  factors  beyond the control of the Company may have a  significant
effect. In addition, the stock markets generally have experienced,  and continue
to  experience,  extreme price and volume  fluctuations  which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating   performance   of  these   companies.   These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect the market price of the  Company's  common stock in any market
that may develop.

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.

<PAGE>

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,  2001,  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,  2001,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period  ended  October 31,  2001,  the Company had a net loss of
$3,702.  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.
<PAGE>

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

     Financial Statements
     October 31, 2001 (audited)
     ------------------------

     Independent Auditors' Report

     Balance Sheet

     Statement of Operations

     Statement of Stockholders' Equity

     Statement of Cash Flows

     Notes to the Financial Statements
<PAGE>

                             Brenex Oil Corporation
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                October 31, 2001

<PAGE>
<TABLE>
<CAPTION>


                             Brenex Oil Corporation
                          [A Development Stage Company]
                                TABLE OF CONTENTS


                                                                                                                              Page

<S>                                                                                                                             <C>
Independent Auditors' Report                                                                                                    1

Balance Sheet -- October 31, 2001                                                                                               2

Statements of Operations for the years ended October 31, 2001 and 2000 and for
the period from Reactivation [November 11, 1999] through October 31, 2001                                                       3

Statements of Stockholders' Deficit for the period from Reactivation [November
11, 1999] through October 31, 2001                                                                                              4

Statements of Cash Flows for the years ended October 31, 2001 and 2000 and
for the period from Reactivation [November 11, 1999] through October 31, 2001                                                   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, 2001, and the related statements of
operations,  stockholders'  deficit,  and cash flows for the years ended October
31,  2001 and 2000 and for the period  from  Reactivation  [November  11,  1999]
through October 31, 2001. 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, 2001, and the results of operations
and cash flows for the years ended  October 31, 2001 and 2000 and for the period
from  Reactivation  [November 11, 1999] through  October 31, 2001, 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.


                                                           /S/MANTYLA MCREYNOLDS
                                                              Mantyla McReynolds

Salt Lake City, Utah
December 4, 2001
<PAGE>
<TABLE>
<CAPTION>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                                  Balance Sheet
                                October 31, 2001


                                             ASSETS


<S>                                                                            <C>
Assets                                                                         $                  0
                                                                                 ------------------
                       Total Assets                                            $                  0
                                                                                 ==================



                              LIABILITIES AND STOCKHOLDERS' DEFICIT



Liabilities:
  Current Liabilities:
  Accounts Payable - NOTE 5                                                    $              2,702
  Income Taxes Payable - NOTE 3                                                                 100
                                                                                 ------------------
           Total Current Liabilities                                                          2,802
                       Total Liabilities                                                      2,802

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                                              (3,802)
                                                                                 ------------------
                Total Stockholders' Deficit                                                  (2,802)
                                                                                 ------------------
        Total Liabilities and Stockholders' Deficit                            $                  0
                                                                                 ==================






                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                            Statements of Operations
 For the years ended October 31, 2001 and 2000 and for the period from Reactivation
                  [November 11, 1999] through October 31, 2001


                                                                                         Reactivation
                                                                                           through
                                                                                         October 31,
                                                      2001               2000                2001
                                                  -------------     --------------     ----------------
<S>                                           <C>               <C>                <C>
Revenues                                      $               0 $                0 $                  0

General & Administrative Expenses                         3,702                  0                3,702
                                                  -------------     --------------     ----------------

               Operating Loss                            (3,702)                 0               (3,702)

                                                  -------------     --------------     ----------------
        Net Loss Before Income Taxes                    (3,702)                  0              (3,702)

Provision for Income Taxes                                 (100)                 0                 (100)
                                                  -------------     --------------     ----------------

Net Loss                                      $          (3,802)$                0 $             (3,802)
                                                  =============     ==============     ================



Basic and Diluted Loss Per Share              $          (0.01) $             0.00 $             (0.01)
                                                  =============     ==============     ================

Weighted Average Shares Outstanding                 15,919,019          15,003,951          15,467,840
                                                  =============     ==============     ================







                         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, 2001


                                                             Additional                             Net
                               Common          Common         Paid-in         Accumulated      Stockholders'
                               Shares          Stock          Capital           Deficit           Deficit
                            ------------     ----------     ------------      -----------      -------------
Balance, November 11, 1999
<S>                           <C>        <C>            <C>                      <C>      <C>
(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)
                            ============     ==========     ============      ===========      =============

























                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the years ended October 31, 2001 and 2000, and for the period from Reactivation
                  [November 11, 1999] through October 31, 2001

                                                                                          Reactivation
                                                                                            through
                                                                                          October 31,
                                                                 2001        2000             2001
                                                          -----------     ----------      ------------
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                   <C>             <C>             <C>
Net Loss                                              $        (3,802)$            0  $         (3,802)
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Increase in accounts payable                               2,702                            2,702
     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.
</TABLE>
<PAGE>

                                     Brenex Oil Corporation
                                  [A Development Stage Company]
                                  Notes to Financial Statements
                                        October 31, 2001

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 has adopted 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, 2001.

<PAGE>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                          Notes to Financial Statements
                                October 31, 2001
                                   [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, 2001  amounting to $3,802,  has no assets,  and has a
               net working capital deficiency at October 31, 2001. 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  2021. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.

                                             NOL
Description                                Balance          Tax           Rate
--------------------------------------- -------------- ------------- -----------
   Federal Income Tax                   $        3,802 $        570       15%
   State Income Tax                              3,702          185        5%
   Valuation allowance                                         (755)
                                                       -------------
        Deferred tax asset 10/31/01                    $          0

               The  valuation  allowance  increased  $755  during the year ended
               October 31, 2001.  The income tax  provision of $100  consists of
               minimum franchise taxes due to the State of Utah.

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.
<PAGE>

                             Brenex Oil Corporation
                          [A Development Stage Company]
                          Notes to Financial Statements
                                October 31, 2001
                                   [Continued]

NOTE 5         ACCOUNTS PAYABLE

               A  consultant  has paid  general and  administrative  expenses on
               behalf of the Company,  through October 31, 2001, of $3,702.  The
               Company has recorded a liability for this amount which is payable
               on demand and is non-interest bearing.

<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 name of the Company's  current directors
and executive officers.  This person will serve until the next annual meeting of
the  stockholders  (held the third  Friday in August of each  year) or until his
successors are elected or appointed and qualified,  or his prior  resignation or
termination.

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
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       *


          * These persons presently serves in the capacities indicated.

Business Experience.
--------------------


     Thomas J.  Howells,  Vice  President and a director is 29 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.

     Cecil Wall,  Vice  President  and a director  is 69 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 44, 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,  but who are
expected to make a significant contribution to the Company's business.

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

     None;
<PAGE>

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

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person 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 Securities and Exchange  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.
<PAGE>


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

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



                           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
-----------------------------------------------------------------
Thomas
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.
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
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



     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending October 31, 2001,  2000, or 1999, or the period ending on the date
of this Report.

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.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

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 the
date of October 31,  2001:
<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>

<PAGE>


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.
-------------------

     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.

<PAGE>

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

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

     See the Company's Current Report on Form 8-K as filed on November 30, 2001,
for information relating to the change in the Company's auditor.

Exhibits
--------


        None, not applicable;
<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 CORP.



Date: 01/10/02                         /S/ THOMAS HOWELLS
                                       Thomas 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 CORP.



Date: 01/10/02                         /S/ THOMAS HOWELLS
                                       Thomas Howells
                                       President and Director


Date: 01/10/02                          /S/ KATHLEEN MORRISON
                                        Kathleen Morrison
                                        Secretary and Director