-----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, O5jq0XsNJAGzB73dLDG4/vwv8bTMcS1QHH/ceBgXAFsFCk1cIEq4bGRfgQ+FiD8F oSTZQvPTEw7Q+9T7CrSB8w== 0000950129-98-001075.txt : 19980319 0000950129-98-001075.hdr.sgml : 19980319 ACCESSION NUMBER: 0000950129-98-001075 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980318 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-K SEC ACT: SEC FILE NUMBER: 033-22142 FILM NUMBER: 98567769 BUSINESS ADDRESS: STREET 1: 340 N SAM HOUSTON PKWY E 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-K 1 REDOX TECHNOLOGY CORPORATION - DATED 12/31/97 1 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 ----------------------------------------------------- (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: (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 ------------------------------------------------- (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] 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, 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. Page -2- 3 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. Page -3- 4 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 Page -4- 5 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. Page -5- 6 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." Page -6- 7 (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 - ------------ -------------------- -------------------- ----------- 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. Page -7- 8 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) Page -8- 9 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 Page -9- 10 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 Page -10- EX-3.I 2 ARTICLES OF INCORPORATION OF DCUSA CORPORATION 1 EXHIBIT 3.i CERTIFICATE OF INCORPORATION DCUSA CORPORATION ----------------- 1. The name of the corporation is DCUSA CORPORATION. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purpose to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is Twenty-five million shares (25,000,000) and the par value of each such shares is One Ten Thousandth of a Dollar ($.0001) amounting in the aggregate to Two Thousand Five Hundred Dollars ($2,500). 5. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- L. J. Vitalo Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 J. A. Grodzicki Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 D. A Hampton Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 2 Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statues) outside the State of Delaware at such a place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. 9. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware. 10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Page -2- 3 WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 25th day of April, 1988 /s/ L. J. Vitalo -------------------------- L. J. Vitalo /s/ J. A. Grodzicki -------------------------- J. A. Grodzicki /s/ D. A. Hampton -------------------------- D. A. Hampton Page -3- 4 Received for Record April 26th, A.D. 1988 William M. Honey, Recorder. STATE OF DELAWARE : : SS.: NEW CASTLE COUNTY : Recorded in the Recorder's Office at Wilmington, Vol. _________ Page ____ &c., the 26th day of April, A. D. 1988. Witness my hand and official seal. /s/ William M. Honey --------------------- Recorders. Recorders Office New Castle Co. Del. Mercy Justice Page -4- EX-3.II 3 BY-LAWS OF REDOX TECHNOLOGY CORPORATION 1 EXHIBIT 3.ii BY-LAWS OF REDOX TECHNOLOGY CORPORATION BY-LAWS OF REDOX TECHNOLOGY CORPORATION Article I OFFICES The principal business office of the Corporation shall be located in the City of Houston in the State of Texas. The Corporation may relocate its principal office or have such other offices within the United States of America as the Board of Directors may designate or as the business of the Corporation may require from time to time. Article II SHAREHOLDERS Section 1. Annual Meeting. The Annual Meeting of the Shareholders shall be held on the Second Monday of May in each year, beginning with the year subsequent to the Board of Directors' Declaration that the Company has become operational, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any Annual Meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a Special Meeting of the Shareholders as soon thereafter as conveniently may be. Section 2. Special Meetings. Special Meetings of the Shareholders, for any purpose, unless otherwise prescribed by statute, may be called by a President or by the Directors, or by the holders of not less than Ten percent (10%) of all the outstanding shares of the Corporation entitled to vote a such meeting. Section 3. Place of Meeting. The Board of Directors may designate any place, within or without the State of Incorporation, unless otherwise prescribed by statute, as the place of meeting of any Annual or Special Meeting called by the Board of Directors, if no designation is made, or if a Special Meeting is otherwise called, the place of meeting shall be the principal office of the Corporation. Section 4. Notice of Meeting. Written notice stating the place, day, and hour of the meeting, and for Special Meetings, the purpose for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by direction of the Chairman or the Secretary, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Section 5. Closing of Transfer Books or Fixing of the Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting on the date on which the resolution of the Board of Directors declaring such dividend, as the case may be, and this date shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make available a complete list of the shareholders entitled to vote at any meeting of shareholders or any adjournment thereof, with the address of and the number of shares held by each, at least ten (10) days before such meeting or adjournment thereof. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the meeting. Section 7. Quorum. The majority of the outstanding shares voting of the Corporation that are entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. At such meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally noticed. The majority of shareholders present at the meeting may continue to transact business until adjournment. Section 8 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the the time of the meeting. 2 BY-LAWS OF REDOX TECHNOLOGY CORPORATION - ------------------------------------------------------------------------------- Section 9. Voting of Shares. Subject to the provisions, each outstanding share eligible to vote shall be entitled to one ( I) vote upon each matter submitted to a vote at a meeting of the shareholders. Upon demand of any stockholder, the vote for directors or upon any question before the Meeting shall be by ballot. All elections for directors shall be decided by expressed will of the quorum, except when a quorum is not obtained, in which case the will of a plurality shall carry. All other questions shall be decided by quorum vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Incorporation. Section 10. Voting of Shares by Certain Shareholders. Shares outstanding in the name of another corporation may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation shall determine. Shares held by an administrator, executor, guardian, or server may be voted by him or her, either in person or by proxy, without transfer of shares into his or her name. Shares outstanding in the name of a trustee may be voted by him or by her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into the name of the trustee. Shares outstanding in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by the same without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed; such court order shall be presented to the Secretary of the Corporation before the shares are voted. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred from the name of the shareholder to another. Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Section 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Section 12. Non-cumulative Voting. Unless otherwise provided by law, at each election of Directors, every shareholder entitled to vote in such election shall have the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are Directors to be elected and for whose election he or she has a right to vote. Section 13. Order of Business. The order of business at all meetings of stockholders shall be as follows: I) Roll Call; 2) Proof of notice of meeting or waiver of notice; 3) Reading of minutes of previous meeting; 4) Reports of Officers; 5) Reports of Committees; 6) Election of Directors; 7) Unfinished Business; 8) New Business. Article III BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. Section 2. Number, Tenure, and Qualifications. The number of Directors shall not be less than three (3) nor more than nine (9) as directed by the Board of Directors. Each Director shall hold office until the next Annual Meeting of the Shareholders and until a successor has been elected and qualified. Additional Directors may be added by majority vote of the then-existing Board. Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this By-law, immediately after, and at the same place as, each Annual Meeting of the Shareholders. The Board of Directors shall hold a regular meeting on the First day of each month, without notice of meeting other than this Article and Section of these By-laws. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of any Director. The person(s) authorized to call such a special meeting of the Board of Directors may fix the place for holding such meetings. Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previous thereto by written notice delivered personally or by certified mail, return receipt requested, which notice shall be deemed to be delivered when Page -2- 3 BY-LAWS OF REDOX TECHNOLOGY CORPORATION - ------------------------------------------------------------------------------- deposited in the United States mail. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice for such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened. Section 6. Quorum. A majority of the number of Directors fixed by these By-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, the majority of the Directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 8. Action Without Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if written consent setting forth the action to be taken shall be signed before such action by a majority of the Directors. Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors, though possibly less than a quorum of the Board of Directors, unless otherwise prohibited by law. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders. Section 10. Compensation. By resolution of the Board of Directors, each Director may be reimbursed for expenses of attending any meeting and may be paid at a stated salary as a Director, or at a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefrom. Section 11. Presumption of Assent. A Director who is present at a meeting of the Board of Directors at which any action or corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her dissent with the person acting as the Secretary of the meeting before the adjournment of the meeting or within three (3) days thereafter. Such right of dissent shall not apply to any Director who voted in favor of such action. Section 12. Special Powers. The Board of Directors shall have the right to re-incorporate the Company, to declare splits or reverse splits of the stock of the Company, or otherwise act on matters concerning the corporate status and capital structure of the Company. Article IV STRUCTURE OF THE BOARD OF DIRECTORS Section 1. Nominative Offices. The named offices of the Board of Directors shall be that of a President, at least one Vice President, a Treasurer, and a Secretary. A single Director may hold more than one named office, but not more than two for any period of more than one (I) month. Such Directors as do not hold a named office shall be called and considered Members-at-Large of the Board of Directors. Section 2. Election and Term of Office. The named offices of the Board of Directors shall be filled by election of the Board of Directors at the Annual Meeting of Shareholders. The term of office shall coincide with the term of directorship, or, by appointment by the Board of Directors to fill a vacancy caused by the resignation, death, or removal from office of a Director who holds a named office, only for the unexpired term of that Director, until the next election of Directors by the shareholders. A candidate for election to the Board of Directors shall be presented with the named office, if any, to the shareholders for their votes. Section 3. President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall control all business affairs of the Corporation including, but not restricted to, routine purchasing of inventory, sales and marketing strategies pursued, hiring and firing of employees of the Corporation, determination of salaries of employees, risk management, etc., and the devolution of any of these duties to subordinates as he or she deems necessary and appropriate. He or she shall execute the decisions of the Board of Directors in a timely manner, or on any other relevant Corporate matter, as Directors or any Director shall dictate, within the bounds of these By-laws. Page -3- 4 BY-LAWS OF REDOX TECHNOLOGY CORPORATION - ------------------------------------------------------------------------------- Section 4. Vice President. A Vice President of the Corporation shall carry out such duties as prescribed by the Board of Directors in the appointment of him or her to the position. A Vice President may, at the discretion of the Board of Directors upon his or her appointment, be designated with a prefix title (e.g. "Senior"), and may be assigned a suffix descriptor of his or her general or specific area of activity or activities (e.g. "Marketing"). In general, a Vice President shall report directly to the President, but may from time to time report directly to the Board of Directors if expressly requested to do so by the Board of Directors or any Director. Section 5. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign, with the President, certificates for shares of the Corporation which have been authorized by the Board of Directors or the shareholders; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman or the Board of Directors Section 6. Treasurer. The Treasurer shall: (a) have custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for all money due and payable to the Corporation, and deposit all such moneys in the name of the Corporation in such banks or other depositories as shall be designated by the Board of Directors; and (c) in general perform all of the duties incident to the office of the Treasurer and which may be assigned to him or her from time to time by the Chairman of the Board. Section 7. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the Corporation or adjournments thereof. The Chairman of the Board shall be elected by, and serve exclusively at the discretion of, the Board of Directors, and shall serve a term co-incident with that of all other Board members. The Chairman of the Board of Directors shall be the spokesperson for the Board of Directors, unless he or she assigns this duty to another Director. The Chairman of the Board of Directors shall have no special powers other thaw those explicitly described in this Article. Section 8. Salaries. The salaries of the named Directors shall be fixed from time to time by the Board of Directors, and no such Director shall be prevented from receiving such salary because he is a Director or otherwise an Officer as described in this Article, or employed in some other capacity by the Corporation. Article V CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or limited to specific events. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or limited to specific areas or events. Section 3. Checks, Drafts, et Cetera. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by the President, acting in his capacity as the chief executive officer of the Corporation, and the Treasurer, or such officer or officers or agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such bank or other depositories as the Board of Directors shall designate. Article VI CERTIFICATES OF SHARES AND THEIR TRANSFER Section 1. Certificates of Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President in his capacity as the chief executive officer of the Corporation, and by the Secretary, or by such other officer or officers as shall be authorized by the Directors in conformity with applicable law, and sealed with the corporate seal. All certificates for shares issued, with the number of shares and date of Page -4- 5 BY-LAWS OF REDOX TECHNOLOGY CORPORATION - ------------------------------------------------------------------------------- issue, shall be entered on the transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled, except that in the case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of the record thereof or by his or her legal representative(s), who shall furnish proper evidence of the authority to transfer, or by his or her duly authorized attorney, and on surrender for cancellation of the certificate(s) of such shares. The person or other entity in whose name the shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Article VII FISCAL YEAR The fiscal year of the Corporation shall end on the last day of December of each year. Article VIII DIVIDENDS The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Articles of its Certificate of Incorporation, except that no such dividend shall be paid except from accrued profits. Article IX CORPORATE SEAL The Directors, at their discretion, may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation, and the words "Corporate Seal." Article X WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the Corporation, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Article XI AMENDMENTS These By-laws may be altered or amended or replaced by the Board of Directors at any meeting thereof. Page -5- 6 BY-LAWS OF REDOX TECHNOLOGY CORPORATION - ------------------------------------------------------------------------------- I, Richard A. Szymanski, the sole and only Director of the Corporation, hereby certify that the foregoing By-laws of REDOX Technology Corporation, constituting Eleven (11) Articles on the first Five (5) of these Six (6) pages, were approved by unanimous vote at a Special Meeting of the Board of Directors of REDOX Technology Corporation, held on the First day of June, Nineteen Hundred Ninety-three. /s/ Richard A. Szymanski, Director ----------------------------------- Page -6- EX-99 4 FINANCIAL STATEMENTS, DECEMBER 1997 1 EXHIBIT 99 WANT & ENDER, CPA, P.C. - ------------------------------------------------------------------------------- CERTIFIED PUBLIC ACCOUNTANTS 37 East 28th Street, 8th Floor New York, NY 10016 MARTIN ENDER, CPA Telephone (212) 684-2414 STANLEY Z. WANT, CPA, CFP Fax: (212) 684-5433 INDEPENDENT AUDITOR'S REPORT To the Shareholders and Board of Directors: REDOX TECHNOLOGY CORPORATION We have audited the accompanying balance sheet of REDOX TECHNOLOGY CORPORATION at December 31, 1997 and the related statements of income and retained earnings, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining on a test basis, evidence supporting the amounts and diclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet begun operations, and as such, has sustained recurring losses. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of REDOX TECHNOLOGY CORPORATION at December 31, 1997, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Martin Ender - ---------------------------- Martin Ender Want & Ender CPA, P.C. Certified Public Accountants New York, NY March 11, 1998 F-1 2 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- BALANCE SHEET as of December 31, 1997 ASSETS CURRENT ASSETS: Cash on Hand $ 242.26 ------------- TOTAL CURRENT ASSETS $ 242.26 ------------- FIXED ASSETS: (See Note 3) Office Equipment $ 8,394.76 Accumulated Depreciation: Office Equipment (6,718.00) Furniture & Fixtures 20,302.74 Accumulated Depreciation: Furn. & Fixt. (14,400.00) ------------- TOTAL FIXED ASSETS $ 7,579.50 ------------- OTHER ASSETS: License Agreement (See Note 12) $ 20,000.00 Patent (See Notes 4 and 9) 1,500.00 Security Deposits 1,159.10 Goodwill (See Note 5) 50,000.00 Organization Costs 250.00 (Net of accumulated amortization $500) ------------- TOTAL OTHER ASSETS $ 72,909.10 ------------- ------------- TOTAL ASSETS $ 80,730.86 ============= F-2 3 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- BALANCE SHEET as of December 31, 1997 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 1,698.60 -------------- STOCKHOLDERS' EQUITY: Common Stock, par value $.00005 per share 100,000,000 authorized. 45,700,000 issued and outstanding.(See Notes 6 and 11) $ 2,285.00 Convertible Preferred Stock, par value $.001 10,000,000 shares authorized. 6,000,000 shares issued and outstanding. 6,000.00 Additional Paid-in Capital (See Notes 6 and 11) 478,346.71 Accumulated Deficit - December 31, 1997 (407,599.45) ------------- Total Stockholders' Equity $ 79,032.26 TOTAL LIABILITIES AND EQUITY $ 80,730.86 ============== F-3 4 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- STATEMENT OF INCOME AND RETAINED EARNING for the year ending December 31, 1997 INCOME: Revenues $ 108.67 -------------- TOTAL REVENUES $ 108.67 -------------- EXPENSES: Auto Expense $ 1,283.39 Dues and Subscriptions 5,375.70 Office Expenses 8,282.65 Professional Fees 20,818.41 Rent 16,316.97 Telephone Expenses 5,221.99 Local Travel 6,831.25 Miscellaneous Tax 227.05 Public Relations 3,069.62 Interest 1.21 Travel and Entertainment 920.87 Depreciation 5,280.00 Amortization 0.00 -------------- TOTAL EXPENSES $ 73,629.11 -------------- NET INCOME/(LOSS) FOR THE PERIOD $ (73,520.44) ACCUMULATED DEFICIT - JANUARY 1, 1997 $ (334,079.01) -------------- -------------- ACCUMULATED DEFICIT - DECEMBER 31, 1997 $ (407,599.45) ============== F-4 5 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- STATEMENT OF STOCKHOLDERS' EQUITY as of December 31, 1997 COMMON STOCK - $.00005 par value Authorized - 100,000,000 shares Issued - 45,400,000 shares $ 2,270.00 Addtional Paid-in Capital 388,875.13 Accumulated Deficit (334,079.01) --------------- --------------- STOCKHOLDERS' EQUITY - JANUARY 1, 1997 $ 57,066.12 =============== COMMON STOCK: Issued - 300,000 15.00 PREFERRED STOCK: Issued - 6,000,000 $ 6,000.00 Addtional Paid-in Capital (See Note 6) 89,471.58 Net profit/(loss) for the period January 1, 1997 to December 31, 1997 (73,520.44) --------------- --------------- STOCKHOLDERS' EQUITY - DECEMBER 31, 1997 $ 79,032.26 =============== F-5 6 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- STATEMENT OF CASH FLOW for year ended December 31, 1997 Current Year 12-31-97 Cash Flows from Operating Activities NET INCOME $ (73,520.44) -------------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization $ 5,280.00 Increase/(Decrease) in Accounts Paybles 1,133.60 -------------- Total Adjustments $ 6,413.60 -------------- NET CASH PROVIDED (Used) BY OPERATING ACTIVITIES $ (67,106.84) -------------- Cash Flows from Investing Activities Cash Payments for the Purchase of Property $ (2,302.74) (Increase)/Decrease in Other Assets (20,000.00) -------------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES $ (22,302.74) -------------- Cash Flows from Financing Activities Proceeds from Issuance of Common Stock $ 15.00 Proceeds from Additional Paid-in Capital 89,471.58 -------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $ 89,486.58 Net Increase/(Decrease) in Cash $ 77.00 Cash at Beginning of Period 165.26 -------------- CASH AT END OF PERIOD $ 242.26 ============== F-6 7 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 1997 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 costs. 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 8 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 1997 NOTE 4. PATENT ACQUISITION (continued) On August 18, 1997, REDOX executed an exclusive agreement with Clark University, an option to elect a royalty bearing, limited terms, license to the Patent Rights in the novel Aluminum-Sulfur Battery developed by Stuart Licht at Clark University. Such exclusivity to apply to the electronics industry and for space applications. The company paid $20,000.00 for the exclusive use of these patents for the electronics industry and space application. NOTE 5. GOODWILL This represents amounts paid for the acquisition of DCUSA Corporation by Richard Szymanski. This is reflected on the books as Additional Paid-In Capital. 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 July 1, 1996, the Board of Directors approved and 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. As of March 31, 1994, the corporation was utilizing capital borrowed from its principal shareholder, Richard A. Szymanski. The principal and interest due on the note as of December 31, 1993 was $88,358, and the principal and interest due 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 1996 an additional amount of $80,636 was contributed to Additional Paid-In Capital by Richard Szymanski. For the year ending December 31, 1997 an additional amount of $89,457 has been contributed by Richard Szymanski. F-8 9 ReDOX TECHNOLOGY CORPORATION (Formerly DCUSA Corporation) - ------------------------------------------------------------------------------- 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. NOTE 11. ADJUSTMENTS TO STOCKHOLDERS' EQUITY ENTRIES The sum of Fifteen Dollars ($15.00) 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) has been transferred from Additional Paid-In Capital to Preferred Stock. This has been done to reflect the par value of all of the Company's Preferred Stock outstanding. NOTE 12. LICENSE AGREEMENT The Company executed a license agreement with Clark University for the exclusive use of their patented technology in certain industries. The Company paid Twenty Thousand Dollars ($20,000) for the use of this technology and will pay a royalty to Clark University on products sold as a result of using the technology. F-9 EX-27 5 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 242 0 0 0 0 242 101,607 (21,118) 80,731 1,699 0 0 6,000 2,285 0 80,731 109 109 0 0 73,629 0 0 (73,520) 0 0 0 0 0 (73,520) 0 0
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