<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
ADMENDMENT 1
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANG
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 (ss.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> 2
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 ( 10,800)
---------------
TOTAL FIXED ASSETS $ 10,557
---------------
OTHER ASSETS:
Patent (See note 4 and 8) $ 1,500
Security Deposits 1,159
Organization Costs 250
Goodwill $ 50,000
---------------
TOTAL OTHER ASSETS 52,909
---------------
TOTAL ASSETS $ 63,631
===============
<PAGE> 3
REDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
Balance Sheet
as of December 31, 1996
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 565
-----------
STOCKHOLDERS' EQUITY:
Common Stock, par value $.00005 per share
100,000,000 authorized. 45,400,000 issued and
outstanding. (See note 5 and 10) $ 2,270
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) 388,875
Accumulated Deficit - December 31, 1996 ( 334,079)
-----------
TOTAL STOCKHOLDERS' EQUITY 63,066
TOTAL LIABILITIES AND EQUITY $ 63,631
===========
<PAGE> 4
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 $ 2,000
Rent 14,663
Telephone Expense 5,026
Office Expenses 3,573
Legal Fees 10,613
Miscellaneous Tax 817
Depreciation 5,280
Bank and Finance Charges 155
Local Travel 793
Amortization 150
Dues and Subscriptions 132
------------
TOTAL EXPENSES $ 43,202
------------
NET INCOME (Loss) FOR THE PERIOD ( 43,202)
ACCUMULATED DEFICIT - December 31, 1995 ( 290,877)
------------
ACCUMULATED DEFICIT - DECEMBER 31, 1996 ( 334,079)
============
<PAGE> 5
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 $ 2,205
Additional Paid in Capital $ 308,239
Accumulated Deficit (290,877)
Stockholders' Equity as of January 1, 1996 19,567
Common Stock Issued 1,300,000 65
Perferred Stock Issued 6,000,000 6,000
Additional paid in capital (See note 6) 80,636
Net profit/(loss) for the period
January 1, 1996 to December 31, 1996 (43,202)
---------------
STOCKHOLDERS' EQUITY - DECEMBER 31, 1996 $ 63,066
==============
<PAGE> 6
REDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
Statement of Cash Flow
For Year Ended December 31, 1996
CASH FLOW FROM OPERATING ACTIVITIES
Net Income ( 43,202)
ADJUSTMENT TO RECONCILE NET INCOME TO
Cash Provided bly Operating Activities:
Depreciation and Amortization 5,280
(Increase) Decrease in Other Assets ( 49,850)
Increase (Deacrease) in Accounts Payables 565
---------------
Total Adustments ( 44,005)
---------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ( 87,027)
---------------
Cash Flows from Financing Activities
Proceeds from Issuance of Common Stock 86,701
---------------
Net Cash Provided (Used) by Financing Activities 86,701
---------------
Net Increase (Decrease) in Cash ( 506)
Cash at Beginning of Period 671
---------------
CASH AT END OF PERIOD 165
---------------
<PAGE> 7
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.
<PAGE> 8
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.
<PAGE> 9
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 1996 an additional amount of
$80,636 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.
<PAGE> 10
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.
<PAGE> 11
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, 1996 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 disclosures 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, 1996, and
the results of its operations and its cash flows for the year then ended in
conformity with general accepted accounting principles.
Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants
New York, NY
September 18, 1997
<PAGE> 12
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: November 14, 1997
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: November 14, 1997
By: /s/ Clifford A. Jones
-----------------------------------------------
Clifford A. Jones/Director
Date: November 14, 1997
<PAGE> 13
EXHIBIT INDEX
27 -- Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 165
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 79,304
<DEPRECIATION> (15,838)
<TOTAL-ASSETS> 63,631
<CURRENT-LIABILITIES> 565
<BONDS> 0
0
6,000
<COMMON> 2,270
<OTHER-SE> 54,796
<TOTAL-LIABILITY-AND-EQUITY> 63,631
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 43,202
<LOSS-PROVISION> (43,202)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43,202)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
