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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file Number 33-22142
REDOX TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 55-0681106
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State or other jurisdiction of (IRS Employer
incorporation or organization Identification Number)
340 North Sam Houston Parkway East, Suite 250, Houston, Texas, 77060
Tel: (281) 445-0020
Securities registered pursuant to Section 12(b) of the act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.00005 PER SHARE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 Days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
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The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the average bid and asked price of the stock on December 31,
1997 was $51,412,500.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of registrant's classes of
common stock, as of the latest practicable date.
CLASS NUMBER OF SHARES OUTSTANDING ON:
--------------- December 31, 1997
Common Stock --------------------------------
par value $0.00005 45,700,000
Convertible Preferred Stock
par value $0.001 6,000,000
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART I
ITEM 1. BUSINESS.
The company is in its developmental stages and has not yet become
operational. At the present time the company is engaging in
research and development, specializing in new energy technologies
and related new product design and development.
ITEM 2. PROPERTIES.
The Company executed a license agreement with Clark University for
the exclusive use of their patented technology in certain
industries. The Company will pay a royalty to Clark University on
products sold as a result of using the technology.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
a) Market Information.
(1) (i) The principal United States market in which the
registrant's Common stock has been traded is the
NASD Over the Counter (OTC) Bulletin Board. The
registrant's Common stock began trading in August,
1993. Through the third and fourth quarters of 1993
the high sales price was $4.00 and the low sales
price was $1.00. The Company's Common stock
was suspended from trading in the First Quarter of
1994 due to delinquencies in certain filings.
Having become current with respect to its filings,
the Company sought a market maker which would
reapply to the NASD to trade the Company's stock.
The Company secured the services of Public
Securities, Inc., Spokane, Washington, in providing
market making services for the stock. Through the
direct efforts of Public Securities, the NASD
approved ReDOX Technology Corporation Common stock
for reinstatement and listing under the symbol "RDOX"
as of May 10, 1995.
(ii) Since reinstatement of trading status in May 1995,
the Company's stock under the symbol "RDOX", has
experienced sales of stock at a high of 5.375 and a
low of .035 per share through December 1997. On
December 31, 1997, the stock closed at 1.125.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
As previously reported, this corporation is in developmental
stages and has not yet become operational or conducted any
business so as to become an income produc ing entity. The
corporation continues to utilize capital borrowed from its
principal shareholder, said capital's recognition as debt or
equity contribution being negotiat ed as provided. Any such debt
is covered by an unsecured Promissory Note, bear ing interest at
the rate of six percent (6%) per annum. The principal and interest
on the Note is due and payable upon vote of the Directors that
payment will not jeopardize the working capital of the
corporation, or five (5) years from date of the Note, or whichever
occurs earlier. As of December 31, 1997 this debt has been
converted to additional Paid-in Capital.
Through December 31, 1997 the corporation had utilized capital
borrowed from its principal shareholder, Richard A. Szymanski.
The amount borrowed by the corporation through December 31, 1994
was $186,023, which included principal and interest. Mr.
Szymanski, as per an agreement with the corporation, provided
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for that entire amount to be contributed as Additional Paid-in
Capital increasing the total Additional Paid-in Capital balance to
$275,026, through December 31, 1994. Through December 31, 1996 an
additional $33,212 was provided by Mr. Szymanski as operating
capital and converted to Additional Paid-in Capital bringing the
balance up to $308,238. During 1996 an additional $80,636 was
provided Mr. Szymanski bringing the balance up to $393,922. During
1997, Mr. Szymanski provided $89,487 of operating capital and
converted to Paid-in Capital, bringing the balance to $483,409.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Registrant's financial condition has not changed materially from
December 31, 1996 to date herewith provided. To the extent that
the Company has incurred continuing expenses without any revenues
having been generated, shareholders' equity would have suffered
proportionately had it not been for the continuing infusion of
capital from the Company director Richard Szymanski. Because of
the absence of revenues and the inability thus far to raise the
capital necessary to commence manufacturing operations, there are
no assurances that the Company will be able to fully carry out its
plans, and continue as a going concern.
See Exhibit 99.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) (b) Directors and Officers: Identification of Directors and
Officers.
The members of the Board of Directors of the company are elected
by the shareholders at each annual meeting for a one year term.
Officers are elected by the Directors at each annual meeting for a
one year term, or until otherwise replaced by the Board of
Directors. The following table sets forth certain information with
respect to the Officers and Directors of the company.
NAME AGE OTHER OFFICE HELD TERM PERIOD SERVED
---- --- ----------------- ---- -------------
Richard Szymanski 56 President/Director 1 Year 60 Months
Clifton D. Douglas 67 Secretary/Treasurer/Director 1 Year 18 Months
Clifford A. Jones 85 Secretary/Director 1 Year 55 Months
(c) Identification of Certain Significant Employees. None.
(d) Family Relationships of All Officers and Directors. None.
(e) Business Experience of All Officers and Directors.
1) Background during last 5 years.
Richard A. Szymanski served as an executive officer and
Director of the corporation since April 1993. Mr.
Szymanski has over 28 years experience in pioneering the
use of computers for printing, publishing, typesetting
and layout; supervising the writing, illustration,
publishing and photography of major world events; and
more recently the development and improvement of high
density power sources.
Clifton D. Douglas has served as Secretary/Treasurer and
Director since July 1996. Mr. Douglas has previously
been the Chief Financial Officer of Tesoro Distributing
Company, Diamond M Drilling, Oil Base Inc., all of which
were oilfield related. In the most recent years he has
been self-employed as a financial consultant. In
addition he has ownership in several oilfield supply
companies.
Clifford A. Jones has served as Secretary and Director
of the Corporation since April, 1993. Mr. Jones was
the founder and Senior Partner of the firm of Jones,
Close and Brown, Chartered Attorney-at-Law, in Las
Vegas, Nevada, where he has been practicing law for the
past 39 years. Mr. Jones served as Lieutenant Governor
of the State of Nevada for two consecutive terms, and
is listed in "Who's Who in American Law" and "Who's
Who in the World."
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(2) Directorships.
(a) Clifford A. Jones also serves as a Director of the
following public corporation:
(i) 18 Greenway Environmental Services,Inc.
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoters and Control Persons. None.
ITEM 10. EXECUTIVE COMPENSATION.
None
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) Certain Beneficial Owners.
(1) Title of (2) Name and Address (3) Amount Nature of (4) Percent
Class of Beneficial Owner Beneficial Ownership of Class
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Richard Szymanski
Common Stock 15 White Oak Manor 14,904,524 shares 32.60%
Conroe, Texas 77304
(b) Security Ownership of Management.
(1) Title of (2) Name (3) Amount Nature of (4) Percent
Class of Beneficial Owner Beneficial Ownership of Class
- ------------ ------------------- -------------------- -----------
Common Stock Richard Szymanski 14,904,524 shares 32.60%
Common Stock Clifton D. Douglas 1,000,000 shares 2.20%
Common Stock Clifford A. Jones 1,000,000 shares 2.20%
Note: As a group, the officers and directors beneficially own approximately
16,904,524 Shares.
Changes in Control. None.
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PART IV
ITEM 12. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) The following documents are filed as a part of the report:
(1) Articles of Incorporation of DCUSA Corporation
(2) By-Laws of ReDox Technology Corporation
(3) Financial Statements
(b) Exhibits:
(1) Articles of Incorporation of DCUSA Corporation (Exhibit 3.i)
(2) By-Laws of ReDox Technology Corporation (Exhibit 3.ii)
(3) Financial Statements (Exhibit 99)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Security Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
REDOX TECHNOLOGY CORPORATION
By: /s/ Richard A. Szymanski
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Richard A. Szymanski / President / Director
Date: March 15, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant in the
capacities and on the dates indicated.
By: /s/ Clifton D. Douglas
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Clifton D. Douglas/Director
Date: March 15, 1998
By: /s/ Clifford A. Jones
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Clifford A. Jones/Director
Date: March 15, 1998
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EXHIBITS INDEX
The Exhibits referred to herein and attached hereto are more particularly
described below. In addition, certain other Exhibits have been attached hereto,
as supplementary information, which may assist in further understanding of the
overall information presented.
DESCRIPTION OF EXHIBITS (SUPPLEMENTAL OR OTHERWISE) SUBMITTED
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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3.i Articles of Incorporation of DCUSA Corporation
3.ii By-Laws of ReDox Technology Corporation
99 Financial Statements, December 1997
27 Financial Data Schedule
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