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
                         -------------------------------

<TABLE>
<CAPTION>

                                      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
------------------     ------------   ----------------     ------------------    ----------------
<S>                    <C>            <C>                  <C>                   <C>
Common Stock
(par value .00005)      3,600,000          .03                    $108,000             $8.74
------------------     ------------   ----------------     ------------------    ----------------

</TABLE>

(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.


<PAGE>


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.


<PAGE>


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.


<PAGE>


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.


<PAGE>


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.


<PAGE>


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.


<PAGE>


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


<PAGE>


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)


<PAGE>


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
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 18517}]
{"company-data": {"conformed-name": "REDOX TECHNOLOGY CORP", "cik": "0000833083", "assigned-sic": "3690", "irs-number": "550681106", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110299", "film-number": "03982529"}, "business-address": {"street1": "340 N SAM HOUSTON PKWY E", "street2": "STE 250", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "7134450020"}, "mail-address": {"street1": "340 NORTH SAM HOUSTON PARKWAY EAST", "street2": "SUITE 250", "city": "HOUSTON", "state": "TX", "zip": "77060"}, "former-company": {"former-conformed-name": "DCUSA CORP", "date-changed": "19920703"}}
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
                         -------------------------------
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.
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.
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.
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.
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.
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.
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
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)
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