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.
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.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5.
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.
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.
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.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 9.
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.
(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.
ITEM 10. EXECUTIVE COMPENSATION.
None
ITEM 11.
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 - ------------ -------------------- -------------------- ----------- 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.
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 ------------------------------------------- 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 ------------------------------------------- Clifton D. Douglas/Director
Date: March 15, 1998
By: /s/ Clifford A. Jones ------------------------------------------- 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 ------- ---------------------- 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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