UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 27, 2004
Commission File Number: 000-50739
ENERGENX, INC.
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(Name of small business issuer in its charter)
Nevada 20-1044677
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6200 E. Commerce Loop, Post Falls, ID 83854
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(Address of principal executive offices) (zip code)
Telephone: (208)-665-5553 Facsimile: (208) 665-5557
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EDWARD II, INC.
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031
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(Former name, former address, and former fiscal year, if changed since
last report)
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 27, 2004, Energenx, Inc., ("EGX") a Nevada corporation and Edward
II, Inc., ("EDW") a Nevada corporation entered into to an Acquisition Agreement
and Plan of Merger (the "Merger Agreement") whereby EGX has acquired all the
outstanding shares of common stock of EDW from its sole stockholder in an
exchange for $4,300 cash in a transaction where EGX is the successor
corporation.
The Merger was approved by the unanimous consent of the Board of Directors of
EGX on December 21, 2004.
Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the
securities and Exchange Commission, EGX is the successor issuer to EDW for
reporting purposes under the Securities Exchange Act of 1934, as amended (the
"Act"). The purpose of this transaction was for EGX to succeed to the
registration status of EDW under the Exchange Act pursuant to Rule 12g-3.
EDW, a reporting company was not engaged in any business. It was incorporated
for the purpose of becoming a fully reporting company and subsequently finding
a merger candidate. Energenx, Inc. directors and officers became the directors
and officers of the Surviving Corporation. The sole director and officer of
EDW resigned.
A copy of the Merger Agreement and Certificate of Merger are filed as exhibits
to this Current Report and are incorporated in its entirety herein. (See
Exhibit 2.1 entitled "Acquisition Agreement and Plan of Merger.")
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The consideration exchanged pursuant to the Merger Agreement was negotiated
between EGX and EDW. In evaluating the Merger, EDW, a non-operating company
valued its stock at par value $0.001. In evaluating EDW, EGX placed a primary
emphasis on EDW status as a reporting company under Section 12(g) of the
Securities Exchange Act of 1934, as amended, and EDW's facilitation of EGX's
becoming a reporting company under the Securities Exchange Act.
EGX BUSINESS
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Energenx, Inc. (formerly Bedini Technology, Inc.), is a private corporation
that was organized pursuant to the laws of the State of Nevada, on September
29, 1999. Energenx, Inc., ("Energenx" or the "Company") is a technology-based
company engaged in the discovery, research and development of new technology
and applications that are embodied in an electromagnetic hybrid motor/generator
to be integrated into a power a new energy generation system commonly referred
to as the FREEDOM(tm) Energy System. This technology will be utilized in the
development of a new alternative energy generation system that provides a
source of safe, clean, environmentally friendly, non-polluting, abundant and
low cost energy.
This hybrid motor/generator utilizes a scientific concept that has been named
by the inventor and referred to as a class as the Back EMF Permanent
Electromagnetic Motor/Generator. The company has recently finished product
development of a new battery charging system referred to as the Ultra Battery
Charger. The company has granted and exclusive sub-license for manufacturing
and marketing in the United States.
Energenx owns the United States exclusive patent rights to certain technology
related to an innovatively designed mechanical system that is a hybrid motor
and generator. Energenx has acquired the patent rights and has been assigned
the patents pertaining to this platform technology invented by John C. Bedini,
an officer, director, shareholder and employee of the Company. The assignment
of the patent is part of the Exclusive License granted by John C. Bedini to
EGX.
Energenx Business Strategy
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Energenx's business strategy is to segregate the market pertaining to various
products and technical applications, then either enter into sub-licensing
agreements with third party companies or subcontract manufacture key
products and market them through a franchise marketing system or through
foreign and domestic dealer networks. The Company will derive its revenues from
sub-licensing, licensing fees, royalties from product sales, profits received
by the direct sale of finished products, profits received from the sale of key
components and research & development contracts. Energenx management is
currently evaluating different types of product distribution pipelines for the
sales and marketing of the FREEDOM(tm) energy generation systems.
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The Bedini motor is a low friction motor, whose net force field is more effient
than a conventional motor. The most conservative EMF motor has maximum
efficiency without extra energy continually being fed to the motor. The Bedini
motor and solid-state system utilize available excess energy from the potential
charge to overcome, and even reverse, the back EMF between stator pole and
rotor pole, while furnishing only a small trigger pulse of energy from a
primary battery or the power company that is necessary to control and activate
the direction of energy flow.
The Bedini motor and solid-state system captures the back EMF energy, lost in
conventional motors and systems, to charge secondary or recovery batteries once
the motor is put into motion. The available kinetic energy stored in the
flywheel allows it to supply itself with enough energy to assist sustaining
its rotation. The Bedini motor and solid-state system operates generally by
capturing electromagnetic energy using a method and device to utilize back EMF
to charge the secondary batteries. A critical timing mechanism is an essential
element of both the motor and solid-state system. No external source of power
is needed to maintain or increase the power output from the Bedini motor. The
motor collects energy from the available potential charge that is subsequently
pulse charged into the secondary batteries, then is furnished by the primary
battery, or in the case of the solid-state system, from electric energy from
the power company.
The Bedini Motor and solid-state system provides an efficient and renewable
source of energy in a self-contained package that can be tailored for any
application. Unlike any other design on the market today, the Bedini motor
will only require periodic maintenance to service its moving parts and requires
no external source of fuel, except its battery, to sustain its power output.
The solid-state system has no moving parts and receives its initial electrical
energy from a power company. The Company plans to build various configured
models for licensing. The scaled up models will show a clear alternative to
fossil fuel, hydroelectric, nuclear, wind and solar energy processes.
Energy Generation Products Under Development
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Completion of phase one has provided insight into the further development of
the basic motor concept patent. A full-scale model of the solid-state model
can now be designed to accommodate various power requirements. The Company has
constructed its first working prototype model, which is currently being tested.
This concept will allow for the model to be further scaled to any configurable
power requirement as needed. Upon completion the design can be released for
further testing, optimization and commercial production. It is at this stage
that the Company plans to schedule independent testing for efficiency and
safety testing. Research on the motor concept continues with the additional
design of the entire system to increase output and reduce input requirements.
New concepts being utilized are proving to increase the motor's potential of
delivering more energy to the battery than conventional systems. Continued
testing of various developmental stages with the enhanced concept is providing
supporting evidence of its potential capability. Work has been completed to
construct a twelve-inch disk motor incorporating the latest design concepts.
This model concept will be tested as it continually generates mechanical
powers, while charging batteries.
4
It is management's opinion that after additional refinement in the design
process a large-scale prototype can be built utilizing multiple discs and
collector coils to generate large amounts of energy, which can be delivered to
the battery banks on a continuous basis.
Efficiency of the new concept surpasses any of the prior designs and will allow
the motor to continually run off the primary battery while charging multiple
banks. The objective is to refine this technology further into the optimum
configuration that can be easily produced in any size for specific power
requirements. The new design does not exhibit any heat generation during
operation and is a mechanical device that is self contained.
To further prove the model concept, a single shaft multiple disk unit must be
designed, engineered, developed and tested. Because of its unique energy
producing configuration and efficiently, it is believed that stacking the disks
will require less room and provide greater output capability over increasing it
diameter size in a single disk configuration. Once the optimum size has been
determined to create the maximum efficiency and possible energy output, large
scaled sizes can be produced and tested for consumer and industrial
applications.
Target Markets
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Energenx has identified several target products, markets and industries where
its core technology may have an application. Examples of the business sectors
or industries are: 1) telephone switching stations; 2) cable TV; 3) light
industry; 4) residential home and small business; 5) solar equipped
homes; 6) golf cart and recreational vehicle recharging; 7) marine watercraft;
8) military and submergible watercraft; 9) military application; 10)
recreational vehicles; 11) heating and cooling applications; 12) electric
power vehicles; 13) base station backup systems; 14) aerospace generators;
15) uninterrupted power systems (all industries); 16) remote and portable
energy generation; 17) portable water purification; and 18) power plants.
Marketing Strategies
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Energenx's strategic approach to developing its scientific assets involves
entering into strategic alliances with larger companies or granting technology
or product licenses and sub-licenses for specific market segments, applications
or products in defined geographical areas. Under this approach the Company
will continue to seek to sub-license some or all of its United States patent
rights to more than one company to achieve the fullest development, maximum
market penetration and distribution of its products or technology that can be
integrated into existing products. The Company does not intend to, on its
own, manufacture and market the products it may develop.
Newly Developed Products
As a result of extensive research the company has completed development of The
Radiant Charger, which has been designed to charge electric powered vehicles
such as Golf Carts, ATV's, Pickle Forklifts and back-up battery systems. This
new style of battery charger embodies a new method of charging large storage
batteries for commercial and industrial applications. The new charger
incorporates the use of the solid-state patented technology and draws
approximately one fourth as much power as a conventional charger, charges the
battery in less time and does not cause the battery to heat up or off-gas
during the charging process. The electro-deposition process produced by the
Radiant Charger is extremely fine. This maintains the battery plates in "like
new" condition at the end of each charge cycle. The net result of this is that
the batteries become capable of delivering many more charge/discharge cycles
than batteries charged conventionally. This extends the life of the batteries
tremendously and reduces the cost of battery replacement. The company is
currently negotiating licensing of this technology.
5
On December 1st of 2004, the company granted an exclusive sub-license for North
America to manufacture and sell the Ultra-Battery charger to Marvin Redenius, a
director and shareholder of the company. The exclusive sub-license is for the
North American market and relates to electric powered vehicles, excluding
automobiles. Under the terms of the sub-license agreement, the company will
receive a 5% royalty based on the wholesale selling price of the units by the
Licensee. In addition, the company will supply proprietary electronic
components to the Licensee on a cost plus basis. The grant of the exclusive
sub-license was part of an integrated transaction whereby Mr. Redenius invested
a total of $1,000,000 to purchase 5,000,000 shares of the company's common
stock at $.20 per share.
Employees
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Energenx has 3 full-time employees and no part-time employee. Energenx's
future success will depend, in part, on its ability to attract, retain and
motivate highly qualified technical and management personnel, for whom
competition is intense. From time to time, Energenx will employ or retain
independent contractors and outside consultants to support its product research
and development, marketing, sales and financial related projects.
RISK FACTORS
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(a) LIMITED OPERATING HISTORY
The Company has a limited operating history. Prospective investors should
be aware of the difficulties encountered by such new enterprises, as the
Company faces all of the risks inherent in any new business and especially with
a developmental stage company. These risks include, but are not limited to,
competition, the absence of an operating history, the need for additional
working capital, and the possible inability to adapt to various economic
changes inherent in a market economy. The likelihood of success of the Company
must be considered in light of these problems, expenses that are frequently
incurred in the operation of a new business and the competitive environment in
which the Company will be operating.
(b) NO ASSURANCE OF REVENUE OR OPERATING PROFITS
Energenx expects to incur substantial operating losses for at least the next
several years. The Company currently has limited sources of revenue, other
than interest income, and there can be no assurance that it will be able to
develop other revenue sources or that its operations will become profitable,
even if it is able to enter into joint venture arrangements, license or sell
marketing rights to commercialize any products.
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(c) LACK OF PRODUCTS; NO ASSURANCE OF SUCCESSFUL PRODUCT DEVELOPMENT
The Company as of the date of this offering has no commercial products
available for sale and does not expect to have any products commercially
available in the foreseeable future, if at all. The Company's research
and development programs are at an early stage. There can be no assurance
that the Company's research will lead to the discovery of any commercial
power generation devices. If any potential products are identified, they
will require significant additional research, development, engineering,
testing, regulatory approval and substantial additional investment prior to
commercialization. There can be no assurance that any such potential products
will be successfully developed, prove to be commercially viable, validated
by independent testing, meet applicable regulatory standards, be capable of
being produced in commercial quantities at acceptable costs or be
successfully marketed.
(d) TERMINATION OF LICENSES
Under the terms of its licensing agreements with its patent licensor, John C.
Bedini, the Company's exclusive license to the patent rights may be terminated
if the Company fails to meet its obligations to the Licensor. The Company's
obligations include but are not limited to the research and development of the
licensed technology, payment of a royalty, paying for patent filing and
maintenance fees and certain patent legal fees.
(e) NO MANUFACTURING, MARKETING OR SALES CAPABILITY
Energenx has not invested in manufacturing, marketing or product sales
resources. There can be no assurance that Energenx will be able to acquire
such resources. The Company will also need to hire additional personnel
skilled in the electrical engineering, accounting, manufacturing, marketing
and corporate development, if it develops commercially viable products. The
Company has no history of manufacturing or marketing. There can be no assurance
that the Company will successfully manufacture or market any product it may
develop, either independently or pursuant to manufacturing or marketing
arrangements, if any, with third parties. There can be no assurance that such
third-party arrangements can be successfully negotiated or that such
arrangements will be on commercially reasonable terms. To the extent that the
Company arranges with third parties to manufacture or market its products, if
any, the success of such products may depend on the efforts of such third
parties.
7
(f) COMPETITION
There are many companies, both public and private, including well-known
companies, actively engaged in developing alternative energy generation
products. Many of these companies have substantially greater capital, research
and development and human resources and experience than Energenx and represent
significant long-term competition for Energenx. In addition, many
of these competitors have significantly greater experience than the Company
in product development and marketing new products. Furthermore, if the Company
or a future sub-licensee is permitted to commence commercial sales of any
product, it will also be competing with companies that have greater resources
and experience in manufacturing, marketing and sales. The Company has very
limited experience in these areas. Such companies may succeed in developing
alternative energy products that are more effective or less costly to operate
than any products that may be developed by Energenx and may also prove to be
more successful than Energenx's future products. Competition may increase
further as a result of the potential energy shortages projected for the future.
There may be other companies engaged in research and product development of
products based on the utilization of the back EMF hypothesis.
(g) TECHNOLOGICAL CHANGES AND UNCERTAINTY
The Company is engaged in the electronic and energy generation field, which is
characterized by extensive research efforts and rapid technological progress.
New developments in energy generation devices are expected to continue at a
rapid pace in both industry and academia. There can be no assurance that
research and discoveries by others will not render some or all of the Company's
programs or products noncompetitive or obsolete. The Company's business
strategy is based in large part upon a core technology related to capturing
back electromagnetic energy and converting this energy to electricity. There is
no assurance that the application of these new and unproven technologies will
result in the development of commercially viable products for the generation of
energy. No assurance can be given that unforeseen problems will not develop
with these technologies or applications or the Company will ultimately develop
those commercially feasible products.
(h) FUTURE DEPENDENCE ON THIRD PARTY RELATIONSHIPS
The Company will be dependent on a number of third party relationships to
conduct its business and implement its proposed operating plan. Per the
proposed plan and under the assumption a commercial energy generation system is
developed, it will be the intention of the Company to have this system
manufactured by a larger company. There is no assurance that the Company will
be able to enter into a manufacturing and assembly contract with a large
company that is experienced in this type of manufacturing and assembly
processes. The reliance on another company for manufacturing and assembly
could cause disruption in supply due to labor strikes, fire, flood, power
shortages and other acts of nature. The Company and its contract manufacturing
partner will be required to purchase components from third party suppliers in
order to manufacture and assemble systems. There is no assurance that the
Company or its manufacturing partner will be able to have an uninterrupted
supply of components on commercially reasonable terms and conditions. The
inability of the Company or its manufacturing partner to obtain components
timely could jeopardize the introduction of the products to the market and
adversely impact future sales and marketing programs.
8
(i) NEED FOR SUBSTANTIAL ADDITIONAL FUNDS; FIXED COMMITMENTS
The amounts and timing of the Company's expenditures will depend on the
progress of its research and development, the costs and timing related to the
development of a commercial energy generation system. Based on its current
research and product development programs, the Company anticipates that the
maximum net proceeds of this offering and interest income earned thereon
should be adequate to satisfy its capital and operational requirements for the
next twelve months. The Company's cash requirements may vary materially from
those now planned because of results of product research and development,
results of testing, relationships with possible strategic partners, changes in
the focus and direction of the Company's research and development programs,
competitive and technological advances and other factors. In management's
opinion, the proceeds of this offering may be sufficient to fund the Company's
operations up to the commercialization of its first product.
The Company will require substantial additional funding for its research and
product development programs, for operating expenses, and in pursuit of
marketing any commercial product that may be developed. Adequate funds for
these purposes, whether obtained through financial markets or in collaborative
or other arrangements with corporate partners or from other sources, may not be
available when needed or on terms acceptable to the Company. In the event the
company is able to secure additional investment capital, of which there is no
assurance, the proceeds would be used to attempt to develop commercially viable
products. Insufficient funds may require the Company to delay, scale back or
eliminate certain of its research and development programs or to license third
parties to commercialize products or technologies that the Company would
otherwise seek to develop itself. To the extent the Company raises additional
capital by issuing securities, further dilution to the investors in this
offering may result. The Company has no established banking arrangements.
(j) NO ASSURANCE OF APPROVAL; GOVERNMENT REGULATION
Agencies of the U.S. Government and comparable agencies in foreign countries
impose substantial requirements on the introduction of an alternative energy
generation product through lengthy and detailed testing procedures and other
costly and time-consuming procedures. Satisfaction of these requirements
typically takes a number of years and varies substantially based upon the type
complexity and novelty of the alternative electrical energy generation product.
All of the Company's initial product designs are currently in various stages of
development and refinement. As a consequence, significant regulatory hurdles
remain before any application for approval for sale of a new energy generation
product can be submitted. None of the Company's products been tested in a
commercial format. Government regulation also affects the manufacture and
marketing of alternative energy products.
(k) LOW-PRICED STOCKS MAY AFFECT THE RESELL THE COMPANY'S SHARES.
Penny Stock Regulation Broker-dealer practices in connection with transactions
in "Penny Stocks" are regulated by certain penny stock rules adopted by the
Securities and Exchange Commission. Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the NASDAQ system).
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risk associated with the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock
held in the customer's account. In addition, the penny stock rules generally
require that prior to a transaction in a penny stock, the broker-dealer must
make a written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. When the Registration Statement becomes effective and
the Company's securities become registered, the stock will likely have a
trading price of less than $5.00 per share and will not be traded on any
exchanges. Therefore, the Company's stock is initially selling at $0.01 per
share they will become subject to the penny stock rules and investors may
find it more difficult to sell their securities, should they desire to do so.
9
(l) DEPENDENCE ON QUALIFIED PERSONNEL
Because of the specialized scientific nature of the Company's business, the
Company is highly dependent upon its ability to attract and retain qualified
scientific and management personnel. The loss of John Bedini and/or other
executive officers would be detrimental to the Company. The Company does not
currently have any written employment agreements with its executive officers.
There is intense competition for qualified personnel in the areas of the
Company's activities and there can be no assurance that Energenx will be able
to attract and retain qualified personnel necessary for the development of its
business. Loss of the services of or failure to recruit additional key
scientific and technical personnel would be detrimental to the Company's
research and development programs and business.
(m) UNCERTAIN ABILITY TO PROTECT PROPRIETARY TECHNOLOGY
The Company has licensed rights to certain patent pending proprietary
technology from an inventor, which it is obligated to pay royalties or its
sublicenses develop products based upon the licensed technology. Because of the
substantial length of time and expense associated with bringing new products
through development and regulatory approval to the marketplace, investors and
potential strategic partners in the energy generation industry place
considerable importance on patent and trade secret protection for new
technologies, products and processes. The Company and its Licensor have filed
patent applications in the United States. The Company plans to file patent
applications in other countries, and the Company may seek additional patents in
the future. There can be no assurance as to the breadth or the degree of
protection that any such patents, if issued, will afford the Company or that
any patents based on the patent applications will be issued at all. In
addition, there can be no assurance that others will not independently develop
substantially equivalent proprietary information or otherwise obtain access to
the Company's know-how, or that others may not be issued patents that may
require licensing and the payment of significant fees or royalties by the
Company for the pursuit of its business. Moreover, the Company could incur
substantial costs in defending itself in any suits brought against the Company
claiming infringement of the patent rights of others or in asserting the
Company's patent rights in a suit against another company. Despite the use of
confidentiality agreements and non-compete agreements, which themselves may
be of limited effectiveness, it will be difficult for the Company to protect
its trade secrets.
(n) NO PRODUCT LIABILITY INSURANCE
The Company's business and products will, in the future, expose it to potential
product liability risks that are inherent in the testing, manufacturing and
marketing of electrical generation products. The Company does not currently
have any product liability insurance, and there can be no assurance that it
will be able to obtain or maintain such insurance on acceptable terms or that
any insurance obtained will provide adequate coverage against potential
liabilities.
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(o) NO MARKET FOR THE COMPANY'S COMMON STOCK; POSSIBLE VOLATILITY OF
SECURITIES PRICES
There currently is no trading market for the Common Stock of the Company. It
will be the intention of the management of the Company to undertake an initial
public offering or engage in another strategy to have the Common Stock of the
Company traded on the OTC Bulletin Board under a symbol to be determined. The
OTC Bulletin Board is a limited market and subject to substantial restrictions
and limitations in comparison to the NASDAQ system. There can be no assurance
that a substantial trading market will ever develop for the Company's Common
Stock, or be sustained, if developed, upon completion of this offering or that
purchasers will be able to resell their securities or otherwise liquidate their
investment without considerable delay, if at all.
Recent history relating to the market prices of listed newly public companies
indicates that, from time to time, there may be significant volatility in the
market price of the Company's securities because of factors unrelated, as well
as related, to the Company's operating performance. Factors that could have a
significant impact on the future market price of Energenx's Common Stock
include, but are not limited to, announcements of technological innovations or
new products by Energenx or its competitors, government regulatory action,
patent or proprietary rights developments and market conditions for companies
engaged in the development of alternative energy products. There can be no
assurance that the Company's Common Stock will ever qualify for inclusion
within the NASDAQ System, or that more than a limited market will ever develop
for its Common Stock.
PROPERTIES
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The Company's executive offices and research and development facility is
located at 6200 E Commerce Loop, Post Falls, Idaho 83854. The Company entered
into a two-year lease with renewal option for 5,000 sq. ft. building located on
1/4 acres of land, which is zoned for commercial development. The monthly
lease payments are $2100 per month. Does it matter that this has been paid in
full through the life of the lease
CURRENT DIRECTORS
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The names, ages and positions of the Company's director and executive officer
here follows:
Name Age Position
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Gary A. Bedini 52 President, Chief Executive
Officer, and Director
John C. Bedini 55 VP of R&D and Director
Thomas E. Bearden, Ph.D. 76 VP, Chief Scientific Officer
and Director
Ricky M. Street, CPA 47 Treasurer, CFO, and Director
Hans Werner Huss 62 Director
Marvin Redenius 40 Director
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Work Histories
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Gary A. Bedini, President and Chief Executive Officer, Director
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Mr. Gary Bedini has over 25 years experience in consumer electronics industry.
Gary Bedini is the brother of John Bedini and co-founder of Bedini Electronics,
Inc. and Energenx, Inc. Mr. Bedini possesses a broad knowledge of procurement,
manufacturing, distribution, advertising and sales. Mr. Bedini was
instrumental in securing numerous state of the art trade reviews and the 1996
Golden Note Award, given to the most innovative audio products. As a member of
H.E.A.A. (Hi End Audio Association) he has participated in numerous efforts to
promote and enhance the industries availability into export markets. He serves
the company as President, CEO and Director.
John C. Bedini, Vice President of Research & Development and Director
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Mr. John Bedini is a scientist and well-known inventor. His work has produced
many innovative audio products that have been marketed over a 25-year period
to the audio electronics industry. Mr. Bedini has also developed a variety of
products and technically innovative products for several different industries.
His inventions include the BEDINI line of audio amplifiers, Bedini Audio
Spacial Environment (B.A.S.E.), the Bedini Clarifier products, the Binaural
Audio and several instruments for the medical industry. He has been awarded
several patents related to his various inventions. Mr. Bedini has received
broad industry recognition including designation as Distinguished Scientist
of the year by the Association of Distinguished American Scientists. He is
a graduate of Bell and Howell Institute of Technology. He serves the company
as Vice-President of Research and Development, and is a Director.
Thomas E. Bearden, Vice President, Chief Scientific Officer & Director
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Tom Bearden is a research scientist, inventor, consultant, and holds Ph.D.
(Trinity University) in Science, M.S. (Georgia Tech) in Nuclear Engineering,
and B.S. (Northeast Louisiana State) in mathematics and has participated in
founding the first legitimate theory of COP>1.0 EM systems published in
leading scientific journals. Dr. Bearden is Director of the Association of
Distinguished American Scientists (ADAS), a Fellow Emeritus of the Alpha
Foundation's Institute for Advanced Study (AIAS), CEO of CTEC, Inc., a
private research and development company based in Huntsville, Alabama and
serves as a member on the board of directors of two private companies. He
has authored or co-authored more than 200 professional papers in the
literature and has published several technical books. In his work with the
AIAS, he has participated in authoring and co-authoring more than 100
scientific papers primarily in the area of advanced electrodynamics.
Approximately one third of the papers have been published in leading scientific
and research journals. Of the published articles one half of them are related
to with extracting usable electromagnetic energy. Dr. Bearden serves as Vice-
president, Chief Scientific Officer and a Director.
Ricky M. Street, CPA, CIA, Chief Financial Officer, Director and Treasurer
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Mr. Ricky Street, CPA, CIA has 21 years of management experience in accounting,
Auditing, development of management information systems, maintaining fully
integrated computerized accounting programs designed for small businesses and
experienced in all aspects of small business management. From 2002 until
present he has been teaching accounting at North Idaho College, Gonzaga
University and Spokane Community College. He currently holds a fulltime tenure
track position at Spokane Community College and is a principle of an accounting
practice in Spokane Washington. From 1996 to 2001 he was the Director of
Internal Auditing for the Coeur d'Alene Casino & Resort in Worley, Idaho. From
1991 to 1996, Mr. Street was the controller of the Athletic Round Table, Inc.,
a non-profit charitable organization. Mr. Street received a Bachelor of Arts
in Business Administration (accounting) in 1991 from Eastern Washington
University and in 2003 a Masters in Accountancy from Gonzaga University. He is
a Member of the Washington State Society of Certified Public Accountants and a
Member of the Institute of Internal Auditors.
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Hans Werner Huss, Director
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Mr. Huss graduated Diplom Ingenieur Electrical Engineering, with emphasis on
Electronics, from the Technical University in Munich/Germany. He currently
serves as President and Chairman of IMS. He was recently involved in Consulting
for several start-up companies with promising new technologies, advising them
in business and marketing matters. Previously, he has served in many functions
in different companies here in the U.S. and in Europe, most notably in
executive positions of several high tech companies in different industries,
such as: President, Euromissile G.I.E. in Paris, France (a management and sales
company for missile systems in the EADS Group - European Aeronautics Defense
and Space Company); President, MEADS International, Inc., in Orlando/Florida
(tri-national management company for the Medium Extended Air Defense System,
under contract from NAMEADSMA, the NATO agency in Huntsville, AL, managing this
tri-national system under joint development in the U.S., Germany, and Italy);
President, Magnetic Transit of America, Inc., in Los Angeles, CA (engineering
and marketing company for a Mag-Lev Transportation system for inner urban use;
a subsidiary of AEG/Daimler-Benz); General Manager of IBCOL Technical Services
GmbH, in Munich, Germany (internationally operating marketing and sales company
mainly in the fields of aircraft, aircraft parts, transportation systems,
security and surveillance systems, medical systems); and, Program Manager for a
mobile air defense system at Euromissile, Paris, France and at MBB, Munich,
Germany.
Marvin Redenius, Director
- -------------------------
Since 1990, Mr. Redenius has been the owner of Farm Advantage, Inc., an
agriculture supply company operating in the mid-western U.S. Farm Advantage
supplies innovative agricultural products and services to over 10,000
customers. Farm Advantage has a sales force consisting of 200 people. The
company warehouses and distributes products from North Central, Iowa and has
annual sales in excess of 40 million dollars. Mr. Redenius also owns and
operates Northern National Trucking, Inc., which consists of a fleet of 30
tractor trailers. Mr. Redenius and his family also own and operate Cristina
Corp a farm corporation. GTG Corporation is also owned by Mr. Redenius and
invests in early stage technology based companies.
13
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLES
------------------------------------------------------
Annual Compensation
------------------------------------------------------
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
- -------------------------------------------------------------------------------
Gary A. Bedini(1)
Director, 2004 136,002 -0- -0-
President, 2003 -0- -0- -0-
Treasurer 2002 10,450 -0- -0-
John C. Bedini(1) 2004 48,214 -0- 50,000
Secretary 2003 -0- -0- -0-
Director 2002 16,200 -0- -0-
Thomas E. Bearden, Ph.D.
VP Chief Scientific Officer
Director 2004 -0- -0- -0-
2003 -0- -0- -0-
2002 -0- -0- -0-
Ricky M. Street, CPA 2004 -0- -0- -0-
Treasurer/CFO 2003 -0- -0- -0-
Director 2002 -0- -0- -0-
Hans Werner Huss 2004 -0- -0- -0-
Director 2003 -0- -0- -0-
Marvin Redenius 2004 -0- -0- -0-
Director
- -------------------------------------------------------------------------------
(1) The aggregated compensation paid to officers of the company from inception
of the Company in 1999 totaled $294,022.
14
Long Term Compensation Table
--------------------------------------------------------
Long Term Compensation
--------------------------------------------------------
Awards Payouts
--------------------------------------------------------
Restricted Stock Securities LTIP All Other
Name and Principal Award(s)($) Underlying Options/ Payouts
Compensation
Position Year SARs(#) ($) ($)
- ------------------------------------------------------------------------------
Gary A. Bedini(1)
Director, 2004 -0- -0- -0- -0-
President, 2003 -0- -0- -0- -0-
2002 -0- -0- -0- -0-
John C. Bedini(1) 2004 -0- -0- -0- -0-
Secretary 2003 -0- -0- -0- -0-
Director 2002 -0- -0- -0- -0-
Thomas E. Bearden, Ph.D.
VP Chief Scientific
Officer 2004 -0- -0- -0- -0-
Director 2003 -0- -0- -0- -0-
2002 -0- -0- -0- -0-
Ricky M. Street, CPA
Treasurer/CFO
Director 2004 -0- -0- -0- -0-
2003 -0- -0- -0- -0-
2002 -0- -0- -0- -0-
Hans Werner Huss
Director 2004 -0- -0- -0- -0-
2003 -0- -0- -0- -0-
Marvin Redenius
Director 2004 -0- -0- -0- -0-
15
Stock Incentive Plan
- --------------------
At the inception of the Company, the Board of Directors adopted and the
majority of the shareholders approved a Stock Incentive Plan. The plan
originally allocated 300,000 shares to be utilized at the discretion of the
Board of Directors. Pursuant to the 6 for 1 stock split approved by the Board
of Directors on May 4, 2001, the number of shares in the Stock Incentive Plan
was increased to 1,800,000 shares.
The Stock Incentive Plan was adopted by the Board of Directors and approved
by the majority of the shareholders of the Company in order to promote the
interests of the Company and it stockholders by strengthening the Company's
ability to attract and retain competent employees, to make service on the
Board of Directors of the Company more attractive to non-employee directors of
the Company by officers, non-employee directors, valued employees and
consultants upon whose judgment, initiative and efforts the financial success
and growth of the Company largely depends.
The Company currently does not have employment agreements with its executive
officer.
Compensation of Directors
- -------------------------
Non-executive directors will be paid $500 per meeting and will be reimbursed
for their reasonable out-of-pocket expenses incurred in connection with
attending the meetings of the Board of Directors. Non-Executive directors
are eligible to receive options under the Company's Stock Incentive Plan.
No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
EGX Common Stock, $0.001 par value, is not traded on any market Medium.
DESCRIPTION OF EGX SECURITIES
A. Common Stock
The Company as of the date of this offering and pursuant to an Amendment to
the Articles of Incorporation has 70,000,000 shares of Common Stock authorized
($0.001 par value); 26,697,270 shares of Common Stock issued and outstanding.
All of the Company's shares of Common Stock are in unregistered form. On May
4, 2001, Energenx, Inc. affected a six-for-one stock split resulting in the
total outstanding shares increasing to 14,123,670.
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of the Stockholders and the Articles of
Incorporation do not provide for cumulative voting rights. Accordingly,
holders of the majority of the shares entitled to vote in any election of
Directors may elect all of the Directors standing for election.
B. Preferred Stock
The Company has 5,000,000 shares of $.001 par value of non-voting preferred
shares authorized. No shares of Preferred Stock are issued and outstanding.
The Company has no present plans to issue any shares of Preferred Stock. The
Company can issue shares of preferred stock in series with such preferences and
designations as its board of directors may determine. The board of directors
can, without shareholder approval, issue preferred stock with voting, dividend,
liquidation, and conversion rights. This could dilute the voting strength of
the holders of common stock and may help the EGX's management impede a takeover
or attempted change in control.
The Common Stock and/or Preferred Stock of the Company may be issued from
time to time without prior approval by the stockholders. The Common Stock
and/or Preferred Stock may be issued for such consideration as may be fixed
from time to time by the Board of Directors. The Board of Directors may issue
such shares of Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution of
resolutions.
16
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the
Securities and Exchange Commission, EGX is the successor issuer to EDW for
reporting purposes under the Securities Exchange Act of 1934, as amended (the
"Act"). The purpose of this transaction was for EGX to succeed to the
registration status of EDW under the Exchange Act pursuant to Rule 12g-3.
EDW, a reporting company was not engaged in any business. It was incorporated
for the purpose of becoming a fully reporting company and subsequently finding
a merger candidate. Energenx, Inc. directors and officers became the
directors and officers of the Surviving Corporation. The sole director and
officer of EDW resigned. Pursuant to the Acquisition Agreement and Plan of
Merger the Articles and By-laws of EDW become the Articles and By-Laws of the
Surviving Corporation.
(b) The following table sets forth information concerning stock ownership as
of December 27, 2004 for (i) each director, (ii) each executive officer, (iii)
the directors and officers of the Company as a group, (iv) and each person
known by the Company to own beneficially more than five percent (5%) of the
Common Stock of the Company. Unless otherwise indicated, the owners have
sole voting and investment power with respect to their respective shares.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- -----------------------------------------------------------------------
Common Gary A. Bedini(2) President, 3,592,000 13.45%
CEO
Director
Common John C. Bedini(3) VP Research 5,658,000 21.19%
Director
Common Thomas E. Bearden(4) Chief 320,402 1.20%
Science
Office
Director
Common Marvin Redenius(5) Director 5,000,000 18.73%
Common Hans Werner Huss (6) Director 200,000 0.75%
Common Ricky Street(8) Treasurer 250,000 0.82%
CFO
Director
Common Thomas G. Walsh Shareholder 1,867,638 6.99%
Common Frank & Judith Ten Thy Shareholder 1,632,588 6.11%
Common Key Financial Services Shareholder 1,437,000 5.38%
- ------------------------------------------------------------------------
All Executive Officers, Directors
as a Group (6 persons) 15,020,402 56.26%
17
(1) The percentages listed in the Percent of Class column are based upon
26,697,270 issued and outstanding shares of Common Stock.
(2) Gary A. Bedini, 1145 N. 15th Street, Coeur D'Alene, ID 83814.
(3) John C. Bedini, 1907 Canyon Drive, Coeur D'Alene, ID 83815.
(4) Thomas E. Bearden, 2311 Big Cove Road Huntsville, AL 35801
(5) Marvin Redenius 2787 130th Drive, Belmond, IA 50421
(6) Hans Werner Huss, 1328 So. Bundy, Los Angeles, CA. 90025
(7) Key Financial Services, Inc. 2710 E 57th, Spokane, WA. 00223
(8) Ricky Street, P.O. Box 322 Rockford, Washington 99030
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On December 27, 2004, Edward II, Inc. accepted the resignations of Edward
Zimmerman, Jr. as Officer and Director and Gary A. Bedini, John C. Bedini,
Thomas E. Bearden, Marvin Redenius, Hans Werner Huss and Ricky Street became
the Directors of the Registrant.
Pursuant to the merger, the Officers and Directors of EGX, the successor
corporation, will remain the same. (See Exhibit 2.1 "Merger Agreement".)
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
In accordance with the Articles of Merger, Edward II, Inc., the Registrant,
will change its corporate name to Energenx, Inc.
ITEM 8.01 OTHER EVENTS
Successor Issuer.
Based on the change of ownership in the Registrant, the Corporation's mailing
address and business address have been changed from 3415 Ocatillo Mesa Way,
North Las Vegas, NV 89031 to 6200 East Commerce Circle, Post Falls, ID. 83814,
Phone Number: (208)-667-8300, effective December 27, 2004.
Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the
Securities and Exchange Commission, the EGX is the successor issuer to EDW for
reporting purposes under the Securities Exchange Act of 1934. Energenx, Inc.
intends to file an annual report as required under Rule 12g-3(g).
18
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The financial statements of Energenx, Inc. required by Rule 3-05(b) of
Regulation S-X will be filed by the Registrant by an amendment to this
Current Report on Form 8-K by no later than February 28, 2005.
(b) Pro forma financial information.
The pro forma financial information of the Registrant and Energenx, Inc.
required by Article 11 of Regulation S-X will be filed by the Registrant by
an amendment to this Current Report on Form 8-K by no later than February 28,
2005.
(c) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
2.1 Acquisition Agreement and Plan of Merger between Energenx, Inc. and
Edward II, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
ENERGENX, INC.
(formerly Edward II, Inc.)
Date: December 30, 2004
By /s/ Gary A. Bedini
----------------------
Gary A. Bedini
President
19