-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVjeMTqh6JrQ/WP4CvtuqjnBjSaGWfxAIwxL71uRBQdp9nwyKV+ZgLK1yeMumlSu 5CV/0RRZeVFpQr9R6pOdnw== 0000950129-97-001949.txt : 19970514 0000950129-97-001949.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950129-97-001949 CONFORMED SUBMISSION TYPE: 10-K405 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDOX TECHNOLOGY CORP CENTRAL INDEX KEY: 0000833083 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 550681106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 033-22142 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 340 NORTH SAM HOUSTON PARKWAY EAST STREET 2: STE 250 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7134450020 MAIL ADDRESS: STREET 1: 340 NORTH SAM HOUSTON PARKWAY EAST STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: DCUSA CORP DATE OF NAME CHANGE: 19920703 10-K405 1 REDOX TECHNOLOGY CORPORATION - 12/31/96 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission file Number 33-22142 REDOX TECHNOLOGY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 55-0681106 ------------------------------ ---------------------- State or other jurisdiction of (IRS Employer incorporation or organization Identification Number) 340 North Sam Houston Parkway East, Suite 250, Houston, Texas, 77060, Tel: (713) 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 ------------------------------------------ (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 No X ----- ----- 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] Page 1 of 53 pages contained in sequential numbering system. The Exhibit Index may be found on Page 9 of the sequential numbering systems. Page 1 2 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, 1996 was $1,362,000. (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: Common Stock DECEMBER 31, 1996 par value $0.00005 45,400,000 Convertible Preferred Stock par value $0.001 6,000,000 DOCUMENTS INCORPORATED BY REFERENCE None. 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. None. ITEM 3. LEGAL PROCEEDINGS. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. Page 2 3 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 to 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 3/8 and a low of 1/32 per share through December 1995. ITEM 6. SELECTED FINANCIAL DATA. The Company filed pursuant to Rule 402(c) under Securities Act of 1993 a Form S-8 in October 1995 to register common stock of the Company to be issued pursuant to a compensation contract solely for a consultant of the Company who has provided bona fide services which were in connection with the offer or sale of securities in capital-raising transactions. The Form S-8 registration provided for the issuance of 300,000 fully paid, non-assessable common stock shares. ITEM 7. 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 producing entity. The corporation continues to utilize capital borrowed from its principal shareholder, said capital's recognition as debt or equity contribution being negotiated as provided. Any such debt is covered by an unsecured Promissory Note, bearing 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. Page 3 4 Through December 31, 1996 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 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 $85,684 was provided Mr. Szymanski bringing the balance up to $393,922. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Registrants financial condition has not changed materially from December 31, 1995 to date herewith provided. To the extent that the Company has incurred continuing expenses without any revenues having been generated, shareholder's equity would have suffered proportionately had it not been for the continuing infusion of capital from the Company director Richard Szymanski. Because 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 3. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. Page 4 5 PART III ITEM 10. 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 55 President/Director 1 Year 48 Months - ------------------------------------------------------------------- Secretary/Treasurer Clifton D. Douglas 67 Director 1 Year 6 Months - ------------------------------------------------------------------- Clifford A. Jones 75 Secretary/Director 1 Year 43 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 has served as Executive Vice president and Director of the corporation since April 1993. During the past six (6) years, Mr. Szymanski has been employed by Hybrid Energy Corporation which is engaged in research and development. Hybrid Energy Corporation is not a parent, subsidiary or an affiliate of registrant. Mr. Szymanski has over 27 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. Page 5 6 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 38 years. Mr. Jones served as Lieutenant Governor of the State of Nevada for two consecutive terms. He is listed in Who's Who in American Law and Who's Who in the World. (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 11. EXECUTIVE COMPENSATION. None ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (a) Certain Beneficial Owners. ================================================================================ (3) Amount Nature (1) Title of (2) Name and Address of Beneficial (4) Percent Class of Beneficial Owner Ownership of Class - -------------------------------------------------------------------------------- Common Stock Richard Szymanski 15 White Oak Manor 14,904,524 shares 32.83% Conroe, Texas 77304 ================================================================================
Page 6 7 (b) Security Ownership of Management.
========================================================================= (3) Amount Nature (2) Name of of Beneficial (4) Percent of (1) Title of Class Beneficial Owner Ownership Class Common Stock Richard Szymanski 14,904,524 Shares 38.12% - ------------------------------------------------------------------------- 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. PART IV ITEM 14. 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 and By-Laws (2) Financial Statements (b) Reports on Form 8-K. May 10, 1995, Form 8-K filed with respect to approval by NASD for the listing of the Company stock on the Over the Counter (OTC) Electronic Bulletin Board service under the symbol "RDOX". On July 1, 1996 Form 8-K filed with respect to resignation of certain Officers and Directors with the election of new Officers and Directors. (c) Exhibits: (27) Financial Data Schedule Page 7 8 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: ----------------------------------------------------- Richard A. Szymanski / President / Director Date: -------------- 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: ------------------------------------------------------ Clifton D. Douglas/Director Date: -------------- By: ------------------------------------------------------ Clifford A. Jones/Director Date: -------------- Page 8 9 FINANCIAL STATEMENTS, DECEMBER 1995 F-1 10 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Balance Sheet as of December 31, 1996 ASSETS Current Assets: Cash - Checking $ 165 ---------- TOTAL CURRENT ASSETS 165 FIXED ASSETS: (See Note 3) Office Equipment $ 8,395 Accumulated Depreciation ( 5,038) Furniture & Fixtures 18,000 Accumulated Depreciation ( 9,480) ---------- TOTAL FIXED ASSETS $ 11,877 ---------- OTHER ASSETS: Patent (See note 4 and 8) $ 1,500 Security Deposits 1,159 Organization Costs 440 Goodwill $ 50,000 ---------- TOTAL OTHER ASSETS 53,059 ---------- TOTAL ASSETS $ 65,101 ==========
F-2 11 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Balance Sheet as of December 31, 1996 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 1,520 ---------- STOCKHOLDERS' EQUITY: Common Stock, par value $.00005 per share 100,000,000 authorized. 45,400,000 issued and outstanding. (See note 5 and 10) $ 2,320 Convertible Preferred Stock, par value $.001 10,000,000 shares authorized. 6,000,000 shares issued and outstanding. 6,000 Additional Paid-in Capitol (See note 6 and 10) 393,922 Accumulated Deficit - December 31, 1996 ( 338,661) ---------- TOTAL LIABILITIES AND EQUITY $ 65,101 ==========
F-3 12 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Statement of Income and Retained Earning for the year ending December 31, 1996 INCOME: Total Revenues $ 0 ---------- EXPENSES: Professional Fees $ 10,057 Rent 13,530 Telephone Expense 5,350 Office Supplies 3,673 Consulting Services 817 Taxes 4,212 Advertising 200 Depreciation 5,280 Auto Expense 394 Travel Expense 2,629 Legal Fees 1,510 Dues and Subscriptions 132 ---------- TOTAL EXPENSES $ 47,784 ---------- NET INCOME (Loss) FOR THE PERIOD ( 47,784) ACCUMULATED DEFICIT - December 31, 1995 ( 290,877) ---------- ACCUMULATED DEFICIT - DECEMBER 31, 1996 ( 338,661) ==========
F-4 13 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Statement of Stockholders' Equity As of December 31, 1996 COMMON STOCK - $.0005 par value Authorized - 100,000,000 shares Issued - 45,400,000 shares $ 2,320 CONVERTIBLE PREFERRED STOCK - $.001 par value Authorized - 10,000,000 shares Issued - 6,000,000 shares $ 6,000 ADDITIONAL PAID-IN CAPITAL 393,922 ACCUMULATED DEFICIT ( 338,661) ---------- STOCKHOLDERS' EQUITY - DECEMBER 31, 1996 $ 63,581 ==========
F-5 14 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Statement of Cash Flow For Year Ended December 31, 1996 CASH FLOW FROM OPERATING ACTIVITIES Net Income ( 47,784) ADJUSTMENT TO RECONCILE NET INCOME TO NET DEPRECIATION AND AMORTIZATION 5,280 ---------- NET CASH PROVIDED (Used) BY OPERATION ACTIVITIES ( 42,504) ---------- CASH FLOW FROM FINANCING ACTIVITIES 41,783 NET INCOME (Decrease) IN CASH $ 506 CASH AT BEGINNING OF PERIOD 671 ---------- CASH AT END OF PERIOD $ 165 ==========
F-6 15 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Notes to Financial Statements December 31, 1996 NOTE 1. NATURE OF BUSINESS ReDOX TECHNOLOGY CORPORATION, was incorporated on April 25, 1988, under the laws of the State of Delaware. The original name of the corporation was DCUSA CORPORATION. DCUSA Management referred to the company as a "blind pool" or "blank check" company. Its primary business was to obtain an acquisition and/or merger transaction whereby its stockholders would benefit. On June 1, 1993, the name of the corporation was changed to ReDOX TECHNOLOGY CORPORATION. During 1993, the Company acquired a pending patent and all rights thereto which ReDOX Management intends to develop for commercial purposes. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES INCOME TAXES: The Company is currently operating at a loss. It has therefore not provided for income. taxes. ORGANIZATION COSTS: The Company has capitalized the costs of organization and registration of its securities. Amortization is computed on a straight-line basis over sixty months commencing April 25, 1988. The Company is no longer amortizing its organizational cost. These costs will be written off at such time that it may be determined that the company has been unsuccessful in its efforts to attract a suitable partner. NOTE 3. FIXED ASSETS In January 1994, the Company received furniture and office equipment from Mr. Richard Szymanski as part of a Sale Contract and Bulk Transfer Agreement between Mr. Szymanski and the Company. The assets have been recorded in the books at their fair market value of $25,000. NOTE 4. PATENT ACQUISITION On April 9, 1993 the Company acquired all interest in a U.S. Patent Pending application titled "EMERGENCY RESERVE BATTERY". It involves high density energy technology to enhance battery cells. The rights to the patent pending were acquired in exchange for fifteen million (15,000,000) shares of par value .0001 per share, with actual value of the intellectual property so acquired to be determined by an independent agency. For purpose of financial statements, the value is shown as $1,500. Management decided to record the property on the books at the aggregate par value $1,500. The value of this property is computed at $5,200,000. This value has been determined by Battelle Memorial Institute which is an independent valuation agency. F-7 16 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Notes to Financial Statements (Continued) December 31, 1996 NOTE 5. GOODWILL This represents amounts paid for the acquisition of Dcusa Corporation by Richard Szymanski. This is reflected on the books as contribution to Capital Paid-In. NOTE 6. COMMON STOCK On April 9, 1993, the number of outstanding shares of the Company's Common Stock was increased by fifteen million (15,000,000) shares. These fifteen million (15,000,000) shares were issued to Richard A. Szymanski in exchange for assignment of all rights to the pending patent application (See note 4 above). On June 16, 1993 and July 20, 1993, the Board of Directors of the Company resolved that a three year common stock purchase stock option be granted to each of the following individuals: Clifford Jones 50,000 shares Thomas Poung Au 50,000 shares Benjamin Botello 100,000 shares Paul Parshall 50,000 shares Robert Vickers 50,000 shares These options could be exercised by the individuals at their discretion, at any time within a period of three years by paying the corporation an amount equal to the par value of $.0001 per share for each share purchased under the option. Each director listed above has exercised his option. On June 25, 1993, the Board of Directors approved a one for ten (1:10) reverse stock split of its common stock. Additionally, on June 13, 1994, the Board of Directors approved a twenty for one (20:1) forward split of the company's Common stock, for stockholders of record at June 9, 1994. On July 1, 1996, the Board of Directors issued a stock option to purchase 1,000,000 shares to C. D. Douglas, said option to be exercised by July 1, 1998. Said option was exercised by Mr. Douglas. NOTE 7. ADDITIONAL PAID-IN CAPITAL The cost of furniture and equipment acquired during the year was $0 (See note 3). The fair market value has been determined at $25,000. The corporation has decided to record the asset in the books at the fair market value. The difference between the acquisition cost and the fair market value has therefore been transferred to additional paid-in capital. F-8 17 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Notes to Financial Statements (Continued) December 31, 1996 NOTE 7. ADDITIONAL PAID-IN CAPITAL (Continued) As of March 31, 1994, the corporation was utilizing capital borrowed from its principal share holder, Richard A. Szymanski. The principal and interest due on the note as of December 31, 1993 was $88,358, and the principal and interest dues as of March 31, 1994 was $120,539 there having been an additional $32,181 accrued during the first quarter 1994. As per an agreement with Mr. Szymanski, the entire balance due to him was converted to Additional Paid-In Capital. For all of 1994, that amount was $186,023, there has been $153,842 directly posted to Additional Paid-In Capital during the second, third, and fourth quarters of 1994, in addition to the $32,181 transferred thereto from the first quarter of 1994. During 1995 an additional $33,212 has been contributed to Additional Paid-In Capital by Richard A. Szymanski. During the first nine months of 1996 an additional amount of $81,299 has been contributed to Paid-In Capital by Richard Szymanski. NOTE 8. CHANGE OF FISCAL YEAR On June 16, 1993, the Board of Directors approved the change of fiscal year of the corporation from beginning on June 1 and ending on May 31, to beginning on January 1 and ending December 31. NOTE 9. ALTERATIONS TO PREVIOUS FINANCIAL STATEMENTS FOR THE SAME PERIOD. The original audited balance sheet as of March 31, 1994 recognized the patent at its fair market value of $5,200,000 (See note 4), with the corresponding value assigned to Additional Paid-In Capital. Management decided to revise the March 31, 1994 financial statement to recognize the patent's value at $1,500, with corresponding value assigned to Additional Paid-In Capital. NOTE 10. GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because the Company has not yet commenced operations, it is entirely dependent upon the continued contributions of capital and other resources provided by its principals until such time as sufficient capital can be raised from other sources (e.g. from the sale of the Company's authorized but unissued Common stock) to commence production for sale of its products. Therefore, the assumption that the Company is a going concern, is entirely determined upon the uncertain ability of the Company to raise capital in such an amount as would be necessary to commence operations and produce sufficient cash flow therefrom to survive. F-9 18 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) Notes to Financial Statements (Continued) December 31, 1996 NOTE 11. ADJUSTMENTS TO STOCKHOLDERS' EQUITY ENTRIES The sum of Two Hundred and Fifty-Five Dollars ($255.00) has been transferred from Additional Paid-In Capital to Common Stock at Par Value. This has been done to reflect the par value of all of the Company's Common Stock outstanding. The sum of Six Thousand Dollars ($6,000.00) has been transferred from Additional Paid-In Capital to Preferred Stock value. This has been done to reflect the par value of all of the Company's Preferred Stock outstanding. F-10 19 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 27 -- Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 165 0 0 0 0 165 79,454 (14,518) 65,101 1,520 0 0 6,000 2,320 55,261 65,101 0 0 0 0 47,784 (47,784) 0 (47,784) 0 0 0 0 0 (47,784) 0 0
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