Midnight Holdings Group Inc – ‘S-8’ on 11/6/03

On:  Thursday, 11/6/03, at 4:14pm ET   ·   Effective:  11/6/03   ·   Accession #:  1241833-3-65   ·   File #:  333-110299

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     36K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      Instrument Defining the Rights of Security Holders     4     20K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders     3     13K 
 4: EX-5.1      Opinion re: Legality                                   1      8K 
 5: EX-23.1     Consent of Experts or Counsel                          1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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  As filed with the Securities and Exchange Commission on November ___, 2003
 Reg. No. 33

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _________________________________________
FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
 ___________________________________
Redox Technology Corp.

(Exact name of registrant as specified in its charter)
Delaware                                                 55-0681106   
(State or other jurisdiction of                            (I.R.S. Employer     
incorporation or organization)                            identification No.)   

3828 West Davis, Suite 308, Conroe, TX 77304
 Tel: (409) 441-3205
(281) 445-0020
(Address of principal executive offices)
________________________________________________

ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
________________________________
 Richard Szymanski
 President and Chief Executive Officer
3828 West Davis, Suite 308, Conroe, TX 77304
 (Name and address of agent for service)
 Tel: (409) 441-3205
(Telephone number, including area code of agent for service)

Copy to:
 Michael L. Corrigan, Esq.
 City National Bank Building
4275 Executive Square, Suite 210
La Jolla, CA 92037
(858) 531-5984

 CALCULATION OF REGISTRATION FEE
 -------------------------------

                                                        [Enlarge/Download Table]


                                   Proposed maximum  Proposed maximum                    
Title of securities  Amount to be  offering price    Aggregate offering  Amount of       
to be registered     Registered    per share         Price               Registration fee
------------------   ------------  ----------------  ------------------  ----------------
                                                                                         
Common Stock                                                                             
(par value .00005)    3,600,000         .03                 $108,000           $8.74     
------------------   ------------  ----------------  ------------------  ----------------


(1) Represents 3,600,000 shares of Common Stock to be issued to consultants, as 
compensation for services rendered.                                             
(2) Estimated solely for the purpose of determining the amount of registration  
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993.                                               

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PART I                                                                          

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS                           

Item 1. Plan Information                                                        

Item 2. Registrant Information and Employee Plan Annual Information.            

Purposes:                                                                       

The Common Stock will be issued by the Company pursuant to agreements entered   
into between the Consultants and the Company and approved by the Board of       
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method whereby the Company may be stimulated by the personal       
involvement of the Consultant in the Company's business thereby advancing the   
interests of the Company, and all of its shareholders.                          

Common Stock:                                                                   

The Board has authorized the issuance of up to 3,600,000 shares of the Common   
Stock to the Consultants upon effectiveness of the registration statement.      

Consultants:                                                                    

Each Consultant has agreed to provide its expertise and advice to the Company on
a non-exclusive basis for the purpose of generally representing the Company with
respect to certain legal or other matters.                                      

No Restrictions on Transfer                                                     

Upon the shares becoming "Earned" pursuant to the terms of each Consultant's    
engagement agreement, the Consultants will become the record and beneficial     
owner of the shares of Common Stock upon issuance and delivery and will be      
entitled to all of the rights of ownership, including the right to vote any     
shares awarded and to receive ordinary cash dividends on the Common Stock.      

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Tax Treatment to the Consultants                                                

The Common Stock is not qualified under Section 401(a) of the Internal Revenue  
Code. The Consultants, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the  
following events occurs: (a) the shares become freely transferable, or (b) the  
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultants will receive compensation taxable at ordinary rates equal to the    
fair market value of the shares on the date of receipt since there will be no   
substantial risk of forfeiture or other restrictions on transfer. If, however,  
the Consultants receive shares of common stock pursuant to the exercises of an  
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair 
market value of the stock on the date of exercise will be deemed ordinary income
for federal tax purposes. The Consultants are urged to consult their tax advisor
on this matter. Further, if any recipient is an "affiliate", Section 16(b) of   
the Exchange Act is applicable and will affect the issue of taxation.           

Tax Treatment to the Company                                                    

The amount of income recognized by any recipient hereunder in accordance with   
the foregoing discussion will be an expense deductible by the Company for       
federal income tax purposes in the taxable year of the Company during which the 
recipient recognizes income.                                                    

Restrictions of Resales                                                         

In the event that an affiliate of the Company acquires shares of Common Stock   
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.  
Further, in the event that any affiliate acquiring shares hereunder has sold or 
sells any shares of Common Stock in the six months preceding or following the   
receipt of shares hereunder, any so called "profit", as computed under Section  
16(b) of the Exchange Act, would be required to be disgorged from the recipient 
to the Company. Services rendered have been recognized as valid consideration   
for the "purchase" of shares in connection with the "profit" computation under  
Section 16(b) of the Exchange Act. The Company has agreed that for the purpose  
of any "profit" computation under 16(b) the price paid for the Common Stock     
issued to affiliates is equal to the value of services rendered. Shares of      
Common Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.                                           

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION                  

The company hereby incorporates by reference (i) its annual report of Form      
10-KSB for the year ended December 31, 2002, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-QSB filed under the Securities or       
Exchange Act subsequent to any filed form 10-KSB, as well as all other reports  
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any 
to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In        
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15 (d) of the Exchange Act prior to the termination of this offering are     
deemed to be incorporated by reference into this Prospectus and to be a part    
hereof from the date of the filing. All documents which when together,          
constitute this Prospectus, will be sent or given to participants by the        
Registrant as specified by Rule 428(b)(1) of the Securities Act.                

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Item 2. Registrant Information and Employee Plan Annual Information             

A copy of any document or part hereof incorporated by reference in this         
Registration Statement but not delivered with this Prospectus or any document   
required to be delivered pursuant to Rule 428(b) under the Securities Act will  
be furnished without charge upon written or oral request. Requests should be    
addressed to:3828 West Davis, Suite 308, Conroe, TX 77304                       

Legal Opinions and Experts                                                      

Michael L. Corrigan has rendered an opinion on the validity of the securities   
being registered.                                                               

The financial statements of Redox Technology Corp. by reference in the Company's
Annual Report (Form 10-KSB) for the period ended December 31, 2002, have been   
audited by Malone & Bailey, PLLC, independent auditors, as set forth in their   
report incorporated herein by reference and are incorporated herein by reference
and are incorporated herein in reliance upon such report given upon the         
authority of the firm as experts in auditing and accounting.                    

Indemnification of Officers and Directors                                       

Insofar as indemnification of liabilities arising under the Securities Act may  
be permitted to directors, officers, or persons controlling the Company, the    
Company has been informed that in the opinion of the commission such            
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.                                                   

The document(s) containing the information specified in Part I will be sent or  
given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are not being filed with the  
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the        
Securities Act. Such documents and the documents incorporated by reference in   
this Registration Statement pursuant to Item 3 of Part II hereof, taken         
together, constitute a prospectus that meets the requirements of Section 10(a)  
of the Securities Act.                                                          

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PART II                                                                         

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                              

Item 3. Incorporation of Documents by Reference                                 

 The following documents filed by Redox Technology Corp. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated 
by reference herein:                                                            

  (a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 30, 2002, filed May 21, 2003 file number 033-22142.                    

 (b) the Company's Form 10-QSB for the quarter ended June 30, 2003 filed
August 15, 2003.                                                                

(c) any document filed by the Company with the Commission pursuant to 
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date  
hereof, but prior to the filing of a post-effective amendment to this           
Registration Statement which indicates that all shares of common Stock          
registered hereunder have been sold or that deregisters all such shares of      
common stock then remaining unsold, such documents being deemed to be           
incorporated by reference herein and to be part hereof from the date of filing  
of such documents.                                                              

Item 4. Description of Securities                                               

Not applicable.                                                       

Item 5. Interests of Named Experts and Counsel                                  

N/A                                                                   

Item 6. Indemnification of Directors and Officers                               

Delaware corporations are authorized to indemnify against liability any person  
who is a party to any legal proceeding because such person is a director or     
officer of the corporation. The officer or director must act in good faith and  
in a manner reasonably believed to be in the best interests of the corporation  
and, with respect to any criminal action or proceeding, have no reasonable cause
to believe the conduct was unlawful. Delaware law does not allow indemnification
for an act or omission that involves intentional misconduct or a knowing        
violation of a law. In the case of an action by or on behalf of a corporation,  
indemnification may not be made if the person seeking indemnification is found  
liable, unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. Indemnification is        
required if a director or officer has been successful on the merits.            

The indemnification authorized under Delaware law is not exclusive and is in    
addition to any other rights granted to officers and directors. A corporation   
may purchase and maintain insurance or furnish similar protection on behalf of  
any officer or director.                                                        

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Our articles of incorporation provide for the indemnification of directors and  
executive officers to the maximum extent permitted by Delaware law. Insofar as  
indemnification for liabilities arising under the Securities Act may be         
permitted to our directors, officers or controlling persons pursuant to the     
foregoing provisions or otherwise, we have been advised that in the opinion of  
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Securities Act and is therefore unenforceable.       

There is no pending litigation or proceeding involving any of our directors,    
officers, employees or agents where indemnification would be required or        
permitted. We are not aware of any threatened litigation or proceeding that     
would result in a claim for such indemnification.                               

Item 7. Exemption from Registration Claimed                                     

Not applicable.                                                                 

Item 8. Exhibits                                                                

The Exhibits to this registration statement are listed in the index to
Exhibits on page 8.                                                             

ITEM 9. UNDERTAKINGS.                                                           

(a) The undersigned registrant hereby undertakes:                     

(1) To file, during any period in which offers or sales are being made, a       
post-effective amendment to this registration statement to include any material 
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the    
registration statement.                                                         

(2) That, for the purpose of determining any liability under the Securities Act 
of 1933, each such post-effective amendment shall be deemed to be a new         
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

(3) To remove from registration by means of a post-effective amendment any of   
the securities being registered which remain unsold at the termination of the   
offering.                                                                       

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

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SIGNATURES                                                                      

Pursuant to the requirements of the Securities Act of 1933, the Registrant      
certifies that it has reasonable grounds to believe it meets all the            
requirements for filing on Form S-8 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Conroe, State of Texas on this 28th day of October,  
2003.                                                                           

REDOX TECHNOLOGY CORP.                                                          

By:/s/ Richard Szymanski                                                        
------------------------                                                        
Richard Szymanski, President and Chief Executive Officer                        

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose        
signature appears below constitutes and appoints Clifton Douglas, his true and  
lawful attorney-in-fact and agent, with full power of substitution and          
revocation, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this    
Registration Statement on Form S-8, and to file the same, with all exhibits     
thereto, and other documents in connection therewith, with the Securities and   
Exchange Commission, granting unto said attorneys-in-fact and agents, and each  
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all     
intents and purposes as he might or could do in person, hereby ratifying and    
confirming all that said attorneys-in-fact and agents, or either of them, may   
lawfully do or cause to be done.                                                

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been signed by the following persons as of the date indicated     
below.                                                                          

SIGNATURE                                                       DATE            

/s/ Richard Szymanski                                           October 28, 2003
----------------------------                                                    
Richard Szymanski President, Chief Executive Officer & Director                 

 /s/ Clifton Douglas                                            October 28, 2003
----------------------------                                                    
Clifton Douglas Vice President, Chief Financial Officer, Treasurer and Director 

/s/ James Schuler                                               October 28, 2003
----------------------------                                                    
James Schuler Director                                                          

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INDEX TO EXHIBITS                                                               

EXHIBIT NO.     DESCRIPTION                                                     

4.1             Advisory and Consulting Agreement                               

4.2             Advisory and Consulting Agreement                               

5.1             Opinion of Counsel, regarding the legality of the securities    
registered hereunder.                           

23.1            Consent of Malone & Bailey, PLLC                                

23.2            Consent of Counsel (included as part of Exhibit 5.1)            

24              Power of Attorney (Contained within Signature Page)             

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Exhibit 4.1 and 4.2   Advisory and Consulting Agreement                         

Number of Shares and Options            
--------------------------------          

4.1                 Michael Corrigan   3,000,000                                

4.2                 Steven Boccone       600,000                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		11/6/03
		10/28/03		7
		8/15/03		5					10QSB,  NT 10-Q
		6/30/03		5					10QSB,  NT 10-Q
		5/21/03		5					10KSB,  10QSB
		12/31/02		3		4			10KSB,  NT 10-K
		12/30/02		5
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