<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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]
Page 1
<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,
1999 was $20,992,488.
(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.
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES OUTSTANDING ON:
----- --------------------------------
<S> <C>
Common Stock DECEMBER 31, 1999
par value $0.00005 -----------------
51,680,179
Convertible Preferred Stock
par value $0.001 5,000,000
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Page 2
<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.
Page 3
<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 to Company's stock. The Company secured the services
of Public Securities, Inc., Spokane, Washington, in providing market
making services for the stock. Through the direct efforts of Public
Securities, the NASD approved ReDOX Technology Corporation Common stock
for reinstatement and listing under the symbol "RDOX" as of May 10,
1995.
(ii) Since reinstatement of trading status in May 1995, the Company's
stock under the symbol "RDOX", has experienced sales of stock at a high
of $1.1875 and a low of $0.2969 per share through December 1999. On
December 31, 1999, the stock closed at $0.4068.
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
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, 1999 the corporation had utilized capital borrowed from its
principal shareholder, Richard A. Szymanski. The amount borrowed by the
corporation through December 31, 1994 was $186,023, which included principal and
interest. Mr. Szymanski, as per an agreement with the corporation, provided for
that entire amount to be contributed as Additional Paid-in Capital increasing
the total Additional Paid-in Capital balance to $275,026, through December 31,
1994. Through December 31, 1996 an additional $33,212 was provided by Mr.
Szymanski as operating capital and converted to Additional Paid-in Capital
bringing the balance up to $308,238. During 1996 an additional $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. During 1999, Mr. Szymanski provided $238,681 in working
capital bringing the total to $895,568.
Page 4
<PAGE> 5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Registrants financial condition has not changed materially from December 31,
1998 to date herewith provided. To the extent that the Company has incurred
continuing expenses without any revenues having been generated, shareholder's
equity would have suffered proportionately had it not been for the continuing
infusion of capital from the Company director Richard Szymanski. Because the
absence of revenues and the inability thus far to raise the capital necessary to
commence manufacturing operations, there are no assurances that the Company will
be able to fully carry out its plans, and continue as a going concern.
See Exhibit 3.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Page 5
<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 58 President/Director 1 Year 84 Months
- ------------------------------- --------- ----------------------------------- ------------- --------------------------
Secretary/Treasurer
Clifton D. Douglas 78 Director 1 Year 36 Months
- ------------------------------- --------- ----------------------------------- ------------- --------------------------
James R. Schuler 60 Director 1 Year 16 Months
- ------------------------------- --------- ----------------------------------- ------------- --------------------------
Clifford A. Jones 87 /Director 1 Year 79 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.
Ruchard 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 38 years. Mr. Jones served as Lieutenant Governor of the
State of Nevada for two consecutive terms. He is listed in "Who's Who
in American Law" and "Who's Who in the World".
Page 6
<PAGE> 7
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>
======================= ============================== =============================== ===============================
(3) Amount Nature
(1) Title of (2) Name and Address of Beneficial (4) Percent
Class of Beneficial Owner Ownership of Class
- ----------------------- ------------------------------ ------------------------------- -------------------------------
<S> <C> <C> <C>
Common Stock Richard Alan Szymanski 29.3%
Trust #1 15,144,900 shares
15 White Oak Manor
Conroe, Texas 77304
- ----------------------- ------------------------------ ------------------------------- -------------------------------
Preferred Stock Richard Alan Szymanski 5,000,000
Trust #1 50%
15 White Oak Manor
Conroe, Texas 77304
======================= ============================== =============================== ===============================
</TABLE>
(b) Security Ownership of Management.
<TABLE>
<CAPTION>
=============================== ============================ ================================ ========================
(3) Amount Nature
(1) Title of Class (2) Name of of Beneficial (4) Percent of
Beneficial Owner Ownership Class
- ------------------------------- ---------------------------- -------------------------------- ------------------------
<S> <C> <C> <C>
Common Stock Richard Alan Szymanski 15,144,900 Shares 29.3%
Trust #1
- ------------------------------- ---------------------------- -------------------------------- ------------------------
Preferred Stock Richard Alan Szymanski 5,000,000 50%
Trust #1
- ------------------------------- ---------------------------- -------------------------------- ------------------------
Common Stock Clifton D. Douglas 500,000 Shares 1.00%
- ------------------------------- ---------------------------- -------------------------------- ------------------------
Common Stock Clifford A. Jones 1,000,000 Shares 2.00%
=============================== ============================ ================================ ========================
Note: As a group, the officers and directors beneficially own approximately 16,644,900 Shares.
</TABLE>
Changes in Control. None.
Page 7
<PAGE> 8
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
(b) Exhibits:
(1) Articles of Incorporation of DCUSA Corporation (Exhibit 3.i)
Page 8
<PAGE> 9
[WANT & ENDER 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, 1999 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, 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, 1999, 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 7, 2000
F-1
<PAGE> 10
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Balance Sheet
December 31, 1999
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash on Hand $ 3,233
---------
Total Current Assets 3,233
FIXED ASSETS (SEE NOTE 3)
Net Fixed Assets 18,928
---------
Total Fixed Assets 18,928
OTHER ASSETS
License Agreement (See note 12) 50,000
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 $ 125,070
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts Payable 15,147
STOCKHOLDERS' 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 $.001 5,000
10,000,000 authorized;5,000,000 issued and outstanding
(See note 11)
Additional Paid in Capital (See notes 6 and 11) 973,545
Accumulated Deficit (871,907)
---------
Total Stockholders' Equity 109,923
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 125,070
=========
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE> 11
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Statement of Income and Retained Earnings
For the year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
INCOME:
Total Revenues $ 0
EXPENSES:
Auto Expense 3,652
Office Expenses 9,076
Professional Fees 50,864
Rent 25,622
Telephone Expenses 17,639
Travel 150,959
Miscellaneous Tax 2,368
Public Relations 8,174
Royalty Fee 35,000
Auto Leasing 16,383
Depreciation 7,200
---------
Total Expenses (326,937)
---------
NET INCOME/(LOSS) FOR THE YEAR (326,937)
ACCUMULATED DEFICIT JAN 1, 1999 (544,970)
---------
ACCUMULATED DEFICIT DECEMBER 31, 1999 (871,907)
=========
</TABLE>
See accompanying notes to financial
F-3
<PAGE> 12
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Statement of Stockholders' Equity
December 31, 1999
<TABLE>
<S> <C>
Common Stock $.00005 par value
Authorized 100,000,000 Shares
Issued 45,700,000 Shares $ 3,285
Preferred Stock Issued 5,000,000 5,000
Additional paid in capital 652,009
Accumulated Deficit (544,970)
---------
Stockholders Equity as of January 1, 1999 115,324
Additional paid in capital (See note 6) 321,536
Net profit/(loss) for the period
January 1, 1999 to December 31, 1999 (326,937)
---------
Stockholders' Equity as of December 31, 1999 $ 109,923
=========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE> 13
REDOX TECHNOLOGY CORPORATION
Statement of Cash Flows
For the Period Ended December 31, 1999
<TABLE>
<CAPTION>
Current Year
12-31-99
------------
<S> <C>
Cash Flows from Operating Activities
Net Income $ (326,937)
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 1,800
Increase (Decrease) in Accounts Payables 9,459
------------
Total Adjustments 11,259
------------
Net cash Provided (Used) By Operating Activities $ (315,678)
------------
Cash Flows from Investing Activities
Cash Payments for the Purchase of Property (2,811)
------------
Net Cash Provided (Used) By Investing Activities (2,811)
------------
Cash Flows from Financing Activities
Proceeds from Additional Paid In Capital 321,536
------------
Net Cash Provided (Used) By Financing Activities 321,536
------------
Net Increase (Decrease) in Cash 3,047
Cash at Beginning of Period 186
------------
Cash at End of Period $ 3,233
============
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE> 14
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Notes to financial statements
December 32, 1999
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 of the intellectual property so
acquired to be determined by an independent agency. For purpose of financial
statement, 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. 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.
F-6
<PAGE> 15
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Notes to Financial Statements (Continued)
December 31, 1998
Such exclusivity to apply to the electronics industry and for space
applications. The company paid twenty thousand dollars ($20,000) for the
exclusive use of these patents for the electronics and space application. The
company will pay a royalty to Clark University on products sold as a result of
using the technology.
NOTE 5. GOODWILL
This represents amounts originally 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. Theme fifteen million
(15,000,000) shares were issued to Richard A. Szymanski in exchange or
assignment of all rights to the pending patent application (See note 4 above).
On July 1, 1999, the Board of Directors approved 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 prinicipal and interest due on
the note as of December 31, 1993 was $88,358, and the principal 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 $l86,023 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 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. For the
year ending December 31, 1998 an additional amount of $173,662 has been
contributed by the same party. For the year ending December 31, 1999 an
additional amount of $321,536 has been contributed by the same party.
F-7
<PAGE> 16
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Notes to Financial Statements (Continued)
December 32, 1998
NOTE 8. CHANGE OF FISCAL YEAR
On June 16, 1993, the Board of Director. 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 at 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 $1,500, with
corresponding value assigned to Additional Paid-in Capital.
NOTE 10. GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. Because the Company has not yet
commenced operations, it is entirely dependent upon the continued contributions
of capital and other resources provided by its principals until such time as
sufficient capital can be raised from other sources (e.g. from the sale of the
Company's authorized but unissued Common stock) to commence production for sale
of its products. Therefore, the assumption that the Company is a going concern,
is entirely determined upon the uncertain ability of the company to raise
capital in such an amount as would ha necessary to commence operations and
produce sufficient cash flow therefrom to survive.
NOTE 11. ADJUSTMENTS TO STOCKHOLDERS' EQUITY ENTRIES
The sum of Fifteen Dollars ($l5.00) 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) 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-8
<PAGE> 17
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 15.2000
--------------
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, 2000
---------------
By: /s/Clifford A. Jones
-------------------------------------------
Clifford A. Jones/Director
Date: March 15, 2000
---------------
Page 9
<PAGE> 18
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 10
<PAGE> 1
EXHIBIT 3.i
CERTIFICATE OF INCORPORATION
OF
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 The Thousandth of a Dollar ($.0001) amounting in the
aggregate to Two Thousand Five Hundred Dollars ($2,500).
<PAGE> 2
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.
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.
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
L. J. Vitalo
---------------------
L. J. Vitalo
J. A. Grodzicki
---------------------
J. A. Grodzicki
D. A. Hampton
---------------------
D. A. Hampton
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
William M. Honey
Recorders.
===================
Recorders Office
New Castle Co. Del.
Mercy Justice
===================
4
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