<PAGE> 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, 1998
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]
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<PAGE> 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, 1998 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, 1998
Common Stock ---------------------------------
par value $0.00005 51,680,179
Convertible Preferred Stock
par value $0.001 5,000,000
DOCUMENTS INCORPORATED BY REFERENCE: None.
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<PAGE> 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.
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<PAGE> 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 $2.81 and a
low of $.487 per share through December 1998. On
December 31, 1998, the stock closed at $.56.
ITEM 6. SELECTED FINANCIAL DATA
None
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. As of December 31, 1998 this debt has
been converted to additional Paid-in Capital.
Through December 31, 1998 the corporation had utilized capital
borrowed from its principal shareholder, Richard A. Szymanski.
The amount borrowed by the corporation through December 31, 1994
was $186,023, which included principal and interest. Mr.
Szymanski, as per an agreement with the corporation, provided
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<PAGE> 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. During 1998, Mr. Szymanski provided $173,662 of
operating capital and was converted to paid in Capital, bringing
the total to $657,071.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Registrant's financial condition has not changed materially from
December 31, 1997 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 Financial Pages.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
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<PAGE> 6
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.
<TABLE>
<CAPTION>
===============================================================================================================
NAME AGE OTHER OFFICE HELD TERM PERIOD SERVED
---- --- ----------------- ---- -------------
<S> <C> <C> <C> <C>
Richard Szymanski 57 President/Director 1 year 72 months
- ------------------------ -------- --------------------------------- ---------- ---------------------------
Clifton D. Douglas 68 Secretary/Treasurer/Director 1 year 36 months
- ------------------------ -------- --------------------------------- ---------- ---------------------------
James R. Schuler 60 Director 1 year
- ------------------------ -------- --------------------------------- ---------- ---------------------------
Clifford A. Jones 86 Director 1 year 67 months
===============================================================================================================
</TABLE>
(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
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<PAGE> 7
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."
Mr. James R. Schuler has served as a Director of the
corporation since August 4, 1998. Mr. Schuler is
currently President and CEO of Trans United Partners,
Inc. of Pacifica, California. Mr. Schuler has extensive
domestic and international business and exposure. He
has extensive experience in business, finance, and
integrated logistics.
(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.
<TABLE>
<CAPTION>
========================================================================
(1) Title of (2) Name and Address (3) Amount Nature of (4) Percent
Class of Beneficial Owner Beneficial Ownership of Class
- ------------ -------------------- -------------------- -----------
<S> <C> <C> <C>
Richard Szymanski
Common Stock 15 White Oak Manor 15,906,035 shares 30.78%
Conroe, Texas 77304
========================================================================
</TABLE>
(b) Security Ownership of Management.
<TABLE>
<CAPTION>
========================================================================
(1) Title of (2) Name of (3) Amount Nature of (4) Percent
Class Beneficial Owner Beneficial Ownership of Class
- ------------ -------------------- -------------------- -----------
<S> <C> <C> <C>
Common Stock Richard Szymanski 15,906,035 shares 30.78%
- ------------ -------------------- -------------------- -----------
Common Stock Clifton D. Douglas 1,000,000 shares 1.90%
- ------------ -------------------- -------------------- -----------
Common Stock Clifford A. Jones 1,000,000 shares 1.90%
========================================================================
</TABLE>
Note: As a group, the officers and directors beneficially own
approximately 17,906,035 Shares.
Changes in Control. None.
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<PAGE> 8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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 of DCUSA Corporation
(2) Financial Statements
(c) Exhibits:
(1) Articles of Incorporation of DCUSA Corporation
(Exhibit 3.i)
(2) Financial Data Schedule (Exhibit 27)
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<PAGE> 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, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person(s) 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, 1999
By: /s/ Clifford A. Jones
---------------------------
Clifford A. Jones/Director
Date: March 15, 1999
Page -9-
<PAGE> 10
[WANT & ENDER, CPA, P.C. LETTERHEAD]
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, 1998 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, 1998, 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, 1999
F-1
<PAGE> 11
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa corporation)
Balance Sheet
December 31, 1998
ASSETS
<TABLE>
<S> <C>
Current ASSETS
Cash on Hand $ 186
Total Current Assets 186
FIXED ASSETS (SEE NOTE 3)
Net Fixed Assets 17,917
Total Fixed Assets 17,917
OTHER ASSETS
50,000
LICENSE AGREEMENT (SEE NOTE 12)
PATENT (SEE NOTES 4 AND 9) 1,500
Security Deposits 1,159
Goodwill (See note 5) 50,000
Organization Costs 250
(Net of accumulated amortization $500)
Total Other Assets 102,909
TOTAL ASSETS $ 121,012
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable 5,688
STOCKHOLDER' EQUITY
Common Stock, par value $.00005 per share $ 3,285
100,000,000 authorized; 51,680,179 issued and outstanding
(See note 6 and 11)
Convertible Preferred Stock, par value $.00l 5,000
10,000,000 authorized; 5,000,000 issued and outstanding
(See note 11)
Additional Paid in Capital (See note 6 and 11) 652,009
Accumulated Deficit (544,970)
Total Stockholders' Equity 115,324
</TABLE>
F-2
<PAGE> 12
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $121,012
========
See accompanying notes to financial statements
F-3
<PAGE> 13
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
REDOX TECHNOLOGY CORPORATION
(Formerly Deusa Corporation)
Statement of Income and Retained Earnings
For the year Ended December 31, 1998
<TABLE>
<CAPTION>
INCOME:
<S> <C>
Total Revenues 0
EXPENSES:
Auto Expense 797
Dues And Subscriptions 1,775
Office Expenses 7,188
Professional Fees 35,680
Rent 15,454
Telephone Expenses 12,201
Travel and Entertainment 31,434
Miscellaneous Tax 534
Public Relations 17,062
Auto Leasing 7,506
Interest 0
Depreciation 7,740
Amortization 0
--------
Total Expenses 137,371)
--------
NET INCOME (LOSS) FOR YEAR (137,371)
ACCUMULATED DEFICIT JAN 1, 1998 (407,599)
--------
ACCUMULATED DEFICIT DECEMBER 31,1998 (544,970)
</TABLE>
F-4
<PAGE> 14
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Statement of Stockholders' Equity
December 31, 1998
<TABLE>
<S> <C>
Common Stock $.00005 par value
Authorized 100,000,000 Shares
Issued 45,700,000 Shares $ 2,285
Additional paid in capital 478,346
Accumulated Deficit (407,599)
---------
Stockholders' Equity as of January 1, 1998 73,032
Common Stock Issued 5,980,179 1,000
Preferred Stock Issued 5,000,000 5,000
Additional paid in capital (See note 6) 173,663
Net profit/(loss) for the period January 1, 1998 to December 31, 1998 (137,371)
---------
Stockholders' Equity as of December 31, 1998 $ 115,324
=========
</TABLE>
F-5
<PAGE> 15
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
See accompanying notes to financial statements
REDOX TECHNOLOGY CORPORATION
Statement of Cash Flows
For the Period Ended December 31, 1998
<TABLE>
<CAPTION>
Current Year
12-31-98
<S> <C>
Cash Flows from Operating Activities
Net Income ($137,371)
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 7,740
Increase (Decrease) in Accounts Payables 3,989
---------
Total Adjustments 11,729
---------
Net Cash Provided (Used) By Operating Activities ($125,642)
---------
Cash Flows from Investing Activities
Cash Payments for the Purchase of Property (48,077)
---------
Net Cash Provided (Used) By Investing Activities (48,077)
---------
Cash Flows from Financing Activities
Additional paid in capital (173,663
---------
Net Cash Provided (Used) By Financing Activities (173,663
---------
Net Increase (Decrease) in Cash (56)
Cash at Beginning of Period 242
---------
Cash at End of Period $ 186
=========
</TABLE>
F -6
<PAGE> 16
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
See accompanying notes to financial statements
F-7
<PAGE> 17
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
REDOX TECHNOLOGY CORPORATION was incorporated on April 25, 1998, under the laws
of the State of Delaware. The original name of the corporation was DCUSA
CORPORATION. Management referred to the company as a "blind pool" or "blank
check" company. Its primary business was to obtain an acquisition and/or merger
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-8
<PAGE> 18
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
NOTE 4. PATENT ACQUISITION (continued)
On August 18, 1998, 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.
F-9
<PAGE> 19
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
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, 1998 an additional amount of $89,457 has been
contributed 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.
F-10
<PAGE> 20
ReDOX TECHNOLOGY CORPORATION
(Formerly DCUSA Corporation)
- -------------------------------------------------------------------------------
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 Fifty Thousand Dollars ($50,000.00) for the use of this technology and
will pay a royalty to Clark University on products sold as a result of using
the technology.
F-11
<PAGE> 21
EXHIBITS INDEX
The Exhibits referred to herein and attached hereto are more particularly
described below. In addition, certain other Exhibits have been attached hereto,
as supplementary information, which may assist in further understanding of the
overall information presented.
DESCRIPTION OF EXHIBITS (SUPPLEMENTAL OR OTHERWISE) SUBMITTED
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
3.i Articles of Incorporation of DCUSA Corporation
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 3.i
CERTIFICATE OF INCORPORATION
DCUSA CORPORATION
-----------------
1. The name of the corporation is DCUSA CORPORATION.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purpose to be conducted or promoted
is: To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is Twenty-five million shares (25,000,000) and the par
value of each such shares is One Ten Thousandth of a Dollar ($.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.
<PAGE> 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-
<PAGE> 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-
<PAGE> 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-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 186
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 186
<PP&E> 149,684
<DEPRECIATION> (28,858)
<TOTAL-ASSETS> 121,012
<CURRENT-LIABILITIES> 5,688
<BONDS> 0
0
5,000
<COMMON> 3,285
<OTHER-SE> 107,039
<TOTAL-LIABILITY-AND-EQUITY> 121,012
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 137,371
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (137,371)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137,371)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
