-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUs6Gx80yuDE5rx7+2AdG6J0RLUpGCQKBU4w3ui6sXcOz6CPuC+ZTpAnYX7X2C3j kPzE8s769dQR9t/AsJw5bQ== 0000819926-99-000004.txt : 19990729 0000819926-99-000004.hdr.sgml : 19990729 ACCESSION NUMBER: 0000819926-99-000004 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990430 FILED AS OF DATE: 19990728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALEX INC CENTRAL INDEX KEY: 0000819926 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 752233445 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 033-16335 FILM NUMBER: 99671588 BUSINESS ADDRESS: STREET 1: 2415 MIDWAY ROAD STREET 2: SUITE 121 CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 9727333005 MAIL ADDRESS: STREET 1: 6959 ARAPAHO STREET 2: SUITE 122 CITY: DALLAS STATE: TX ZIP: 75248 10KSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB (Mark One) [x]Annual report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended April 30, 1999 [ ] Transition report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from ________________ to _________________ Commission file number 33-16335 MALEX, INC. (Name of Small Business Issuer in Its Charter) DELAWARE 74-2235008 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 6959 Arapaho, Suite 122, Dallas, Texas 75248 (Address of Principal Executive Offices) (Zip Code) 2415 Midway Road, Suite 121, Carrollton, Texas 75006 (Former Address of Principal Executive Offices) (Zip Code) (972) 386-8907 (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: Name of Each Exchange Title of Each Class on Which Registered None None Securities registered under Section 12(g) of the Exchange Act: None Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. [x] Yes [ ] No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [x] Issuer's revenues for its most recent fiscal year is $ - . As of April 30, 1999, the aggregate market value of the voting stock hold by non-affiliates was $394. The number of shares outstanding of the Registrant's common stock $0.00002 par value was 8,400,000 at April 30, 1999. Documents Incorporated by Reference. None Item 1. Business Malex, Inc. (Registrant) was incorporated in Delaware on June 24, 1987, as a wholly owned subsidiary of Forme Capital, Inc. and on December 9, 1987 all Registrant's issued shares were distributed to Forme stockholders. Registrant has no operations or substantial assets, and through Forme intends to seek out and obtain candidates with which it can merge or whose operations or assets can be acquired through the issuance of common stock and possibly debt. All costs incurred up to a maximum amount of $9,200 will be paid by Forme. Existing shareholders of Registrant will, in all probability, experience significant dilution of their ownership of Registrant and should experience an appreciation in the net book value per share. Management will place no restrictions on the types of businesses which may be acquired. In determining the suitability of a combination partner, Management will require that the business being acquired has a positive net worth, that it show evidence of being well-managed, and that its owners and management have a good reputation within the business community. Management intends to seek out business combination partners by way of its business contacts, including possible referrals from the Registrant's accountants and attorneys, and may possibly utilize the services of a business broker. Registrant is now seeking an acquisition and/or merger transaction, and is effectively a blind pool company. Item 2. Properties Registrant shares offices at 6959 Arapaho, Suite 122, Dallas, Texas 75248 with an affiliate of its President on an informal basis. Item 3. Legal Proceedings No legal proceedings to which the Registrant is a party is subject or pending and no such proceedings are known by the Registrant to be contemplated. There are no proceedings to which any director, officer or affiliate of the Registrant, or any owner of record (or beneficiary) of more than 5% of any class of voting securities of the Registrant is a party adverse to the Registrant. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Registrant's common stock is traded on the OTC Bulletin Board (symbol MLEX) and the market for the stock has been relatively inactive. The range of high and low bid quotations for the quarters since April, 1996. The quotations are taken from the "pink sheets" of the National Quotation Bureau and the OTC Bulletin Board data available on the Internet. They reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. Quarter Ending High Low April 30, 1999 0.50 0.001 January 31, 1999 0.50 0.001 October 31, 1998 0.50 0.001 July 31, 1998 0.50 0.001 April 30, 1998 0.25 0.15625 January 31, 1998 0.25 0.15625 October 31, 1996 0.25 0.15625 July 31, 1996 0.25 0.15625 April 30, 1996 0.25 0.15625
As of April 30, 1999, there were 1,033 shareholders on record of Registrant's common stock, including the shares held in street name by brokerage firms. Item 6. Selected Financial Data Year Ended Year Ended Year Ended April 30, 1999 April 30, 1998 April 30, 1997 Gross Revenue $ - $ - $ - Income (loss) from continuing operations - - - Income (loss) from continuing operations per share - - - Total Assets 3 470 470 Long-term Obligations and redeemable Preferred Stock - - - Cash Dividends Per Share - - -
Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations Registrant has no operations or substantial assets and intends to seek out and obtain candidates with which it can merge or whose operations or assets can be acquired through the issuance of common stock and possibly debt. Following a distribution of its common stock to the shareholders of Forme Capital, Inc. the Registrant has approximately 1000 shareholders. It is the present expectation of the Management of Registrant that in connection with any such merger or acquisition of operations or assets that the Management of Registrant will be transferred to the new controlling shareholders. The Management of Registrant intends to negotiate covenants with any such company or controlling shareholders that it/they will maintain Registrant's registration with the Securities and Exchange Commission, comply with the terms of its Articles of Incorporation and Bylaws in all respects, maintain and promote an orderly market in Registrant's Common Stock and otherwise treat Registrant's shareholders fairly. Liquidity and Capital Resources Registrant is a development-stage company and has not conducted any business operations as yet. The Registrant's cash resources and liquidity are extremely limited. The Registrant has no assets to use as collateral to allow the Registrant to borrow, and there is no available external funding source other than Forme which has agreed to provide up to $9,200 for expenses connected with the attempt to find a business combination partner. If no combination partner can be found within twelve months, Registrant will experience severe cash flow difficulties. Registrant's principal needs for capital are for Securities and Exchange Commission reporting requirements, bookkeeping and professional fees. Item 8. Financial Statement and Supplementary Data Index to Financial Statements Report of Independent Certified Public Accountant Financial Statements for April 30, 1999, and 1998 Balance Sheet Statements of Operations Statements of Changes in Stockholders Equity Statements of Cash Flows Notes to Financial Statements Larry O'Donnell, CPA, P.C. Telephone (303)745-4545 2280 South Xanadu Way Aurora, Colorado 80014 Suite 370 Independent Auditor's Report Board of Directors and Stockholders Malex, Inc. I have audited the accompanying balance sheet of Malex, Inc. as of April 30, 1999 and the related statements of operations, changes in stockholders' equity and cash flows for the years ended April 30, 1999 and 1998 and for the period from inception June 24, 1987 to April 30, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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. I believe my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Malex, Inc. as of April 30, 1999 and the results of its operations and their cash flows for the years ended April 30, 1999 and 1998, and the period from inception June 24, 1987 to April 30, 1999 in conformity with generally accepted accounting principles. Larry O'Donnell, CPA, P.C. July 22, 1999 MALEX, INC. (a development stage company) BALANCE SHEETS April 30, 1999 ASSETS Year Ended April 30, 1999 CURRENT ASSETS Cash $ 3 Total assets $ 3 LIABILITIES AND STOCKHOLDERS EQUITY LIABILITIES Current Liabilities $ - Note Payable - Affiliate - Total Liabilities $ - Stockholders' equity: Common stock (number of shares authorized 75,000,000, issued and outstanding 8,400,000 shares, par value $.00002/share $ 168 Additional paid in capital $ 2,097 Deficit accumulated during the development stage$(2,262) Stockholders' Equity $ 3 Total Liabilities and Stockholders' Equity $ 3
The accompanying notes are an integral part of these financial statements. MALEX, INC. (a development stage company) STATEMENTS OF OPERATION For the years ended April 30, 1999 and April 30, 1998 And the period from inception June 24,1987 to April 30, 1999 June 24, 1987 1999 1998 to April 30, 1999 Income $ - $ - $ - Expenses - General and administrative 467 - 2,262 Net Income (loss) $ (467)$ - $ (2,262) Earnings per common share* - - - *(less than $0.001 per share) Weighted average number of shares outstanding 8,400,000 30,537,500 28,000,000
The accompanying notes are an integral part of these financial statements. MALEX, INC. (a development stage company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the years ended April 30, 1999, and 1998 Deficit Common Additional During the Shares Stock Par Paid-In Development Shareholders' Issued Value Capital Stage Equity Balance at April 30,1997 32,550,000 $ 651 $ 1,614 $(1,795) $ 470 Net profit (loss) for the period ended April 30, 1998 - - - - - Cancellation and Retirement of outstanding shares without compensation 24,150,000 (483) 483 - - Balance at April 30, 1998 8,400,000 $ 168 $2,097 $ (1,795) $ 470 Net profit (loss) for the period ended April 30, 1999 - - - (467) (467) Balance at April 30, 1999 8,400,000 $ 168 $2,097 $ (2,262) $ 3
The accompanying notes are an integral part of these financial statements. MALEX, INC. (a development stage company) STATEMENT OF CASH FLOWS For the years ended April 30, 1999 and April 30, 1998 And the period from inception June 24,1987 to April 30, 1999 June 24, 1987 1999 1998 to April 30, 1999 CASH FLOWS FROM OPERATING ACTIVITIES TOTAL CASH RECEIVED Cash paid to Employees and Other Suppliers of Goods & Services$ (467)$ - $(2,262) NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (467) - (2,265) CASH FLOWS FROM INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCIAL ACTIVITIES - - 2,265 Issuance of common stock - - 2,265 NET INCREASE (DECREASE) IN CASH (467) - 3 BEGINNING CASH BALANCE 470 - 470 CASH BALANCE AT APRIL 30 $ 3 $ 470 $ 3
The accompanying notes are an integral part of these financial statements. MALEX, INC. (a development stage company) Notes to Financial Statements Organization and Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist in understanding the financial statements of Malex, Inc. These accounting policies conform to generally accepted accounting principles. Organization The Company was organized on June 24, 1987 as a Delaware corporation and a fiscal year end of April 30 was selected. The Company was formed by Forme Capital, Inc. which distributed 100% of the Common Stock in issue to its stockholders in December, 1987. Planned principal operations of the Company have not yet commenced and activities to date have been primarily organizational in nature. The Company intends to evaluate, structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships. Income Taxes For the year ended April 30, 1998 and 1999, the Company has incurred approximately $2,000 in operating losses. Since realization of the tax benefits of these net operating losses is not assured beyond any reasonable doubt, no recognition has been given to possible future tax benefits in the April 30, 1999 financial statements. Net Income (Loss) Per Common Share The net income/loss per common share is computed by dividing the net income (loss) for the period by the average number of shares outstanding. Capital Stock On March 14, 1994, shareholders approved an increase in the number of authorized shares and a reduction in the par value of each share. The number of shares authorized are 75,000,000, number of shares issued and outstanding are 8,400,000 and the par value of each share is $0.00002. The holders of the Company's stock are entitled to receive dividends at such time and in such amounts as may be determined by the Company's Board of Directors. All shares of the Company's Common Stock have equal voting rights, each share being entitled to one vote per share for the election of directors and for all other purposes. During April 1998, Mick Y. Wettreich tendered 24,134,000 of his shares for retirement by the Company thereby reducing the number of shares outstanding. Related Party Transactions NONE Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results differ from the estimates. Item 9. Disagreements on Accounting and Financial Disclosure A Form 8-K dated April 29, 1998 was filed to report a change in accountants. There has not been a filing to report a disagreement on any matter of accounting principle or financial statement disclosure, within 24 months of the date of the most recent statements. PART III Item 10. Directors and Executive Officers of the Registrant The following persons serve as directors and/or officers of the Registrant: Name Age Position Period Served Term Expires Daniel Wettreich 47 President, June 24, 1987 Next Annual Treasurer, Meeting Director Daniel Wettreich Daniel Wettreich is Chairman, President and Director of the Company since December 1986. Additionally, he currently holds directors positions in the following public companies Camelot Corporation(1) , Forme Capital, Inc., Adina, Inc. and Tussik, Inc. From July 1996 to July 1998 he was a Director of Constable Group plc a United Kingdom company. (3) In July 1993, he was appointed a Director of Goldstar Video Corporation(2) following an investment by Camelot. Mr. Wettreich has a Bachelor of Arts in Business Administration from the University of Westminister, London, England. (1) A subsidiary of Camelot Corporation, Camelot Entertainment filed Chapter 7 liquidation in January, 1995. (2) Goldstar Video Corporation filed for protection from creditors pursuant to Chapter 11 in October, 1993, and has converted to a liquidation proceeding. (3) A subsidiary, Meteor Payphones and its subsidiaries filed for voluntary liquidation in March 1998. Constable Group plc filed for voluntary liquidation in July 1998. Item 11. Executive Compensation The following table lists all cash compensation paid to Registrant's executive officers as a group for services rendered in all capacities during the fiscal year ended April 30, 1999. No individual officer received compensation exceeding $100,000; no bonuses were granted to any officer, nor was any compensation deferred. CASH COMPENSATION TABLE Name of individual Capacities in Cash Number in Group Which Served Compensation NONE
Directors of the Registrant receive no salary for their services as such, but are reimbursed for reasonable expenses incurred in attending meetings of the Board of Directors. Registrant has no compensatory plans or arrangements whereby any executive officer would receive payments from the Registrant or a third party upon his resignation, retirement or termination of employment, or from a change in control of Registrant or a change in the officer's responsibilities following a change in control. Item 12.Security Ownership of Certain Beneficial Owners and Management The following table shows the amount of common stock, $0.00002 par value, owned as of April 30, 1999 , by each person known to own beneficially more than five percent (5%) of the outstanding common stock of the Registrant, by each director, and by all officers and directors as a group (2 persons). Each individual has sole voting power and sole investment power with respect to the shares beneficially owned. Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class Daniel Wettreich 225,000 (1) 2.67% 6959 Araphao, Suite 122 Dallas, Texas 75248 All Officers and Directors as a group (1 person) 225,000 (1) 2.67% Mick Y. Wettreich 7,781,490 92.64% 1 Shelley Close Edgware, Middlesex England HA8 8AX
(1) These shares are owned by the wife of Mr. Wettreich. He has disclaimed all ownership interest in these shares. Item 13. Certain Relationships and Related Transactions During April 1998, Mick Y. Wettreich surrendered 24,134,000 Malex shares to the Company for retirement without payment of any compensation. Year 2000 Readiness Disclosure The Company is aware of the issues associated with the programming code in existing computer systems as the year 2000 approaches. The issue is whether computer systems will properly recognize date-sensitive information when the year changes to 2000. The Company presently believes that the Year 2000 issue will not pose significant operational problems for the Company's computer systems. The Company also believes that the Year 2000 issue will not have a material adverse effect on the Company's financial condition or results of operations. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a)(1) The following financial statements are included in Part II, Item 8 of this report for fiscal year ended April 30, 1999. Balance Sheets Statements of Operations Statements of Changes in Stockholders' Equity Statements of Cash Flows Notes to Consolidated Financial Statements (a)(2) All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have therefore been omitted. (a)(3) Exhibits included herein: NONE Reports on Form 8-K: April 29, 1998 reporting Items 1 and 7 reflecting a change of auditors and a change of control of the Company. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MALEX, INC. (Registrant) By: /s/Daniel Wettreich Daniel Wettreich, President Date: July 27, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/Daniel Wettreich Daniel Wettreich, Director; President (Principal Executive Officer); Treasurer (Principal Financial Officer) Date: July 27, 1999 EX-27 2
5 12-MOS APR-30-1999 APR-30-1999 3 0 0 0 0 3 0 0 3 0 0 0 0 168 0 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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