-----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, WoyHDqnA3FzzeThrgGxR0IroNnmtlTTrs3DskEyOnEXYhnu/ytA98dTx8ls3KQiU UebRxIaT0JHoqMhbb3ivpg== 0001144204-07-042275.txt : 20070813 0001144204-07-042275.hdr.sgml : 20070813 20070813114931 ACCESSION NUMBER: 0001144204-07-042275 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070430 FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070813 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: 1934 Act SEC FILE NUMBER: 033-16335 FILM NUMBER: 071047743 BUSINESS ADDRESS: STREET 1: 730 WEST RANDOLPH STREET STREET 2: 6TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3124540312 MAIL ADDRESS: STREET 1: 730 WEST RANDOLPH STREET STREET 2: 6TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 10KSB 1 v083672_10-ksb.txt 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, 2007 |_| 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.) 730 West Randolph, 6th Floor, Chicago, Illinois 60661 (Address of Principal Executive Offices) (Zip Code) (312) 454-0015 (Issuer's Telephone Number, Including Area Code) 18170 Hillcrest Road, Suite 100, Dallas, Texas,75252 (Former Address of Principal Executive Offices) (Zip Code) (972) 612-1400 (Former 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 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) |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 revenue for its most recent fiscal year is $ -0-. As of April 30, 2007, the aggregate market value of the voting stock hold by non-affiliates was $98,362. The number of shares outstanding of the Registrant's common stock $0.00002 par value was 8,416,000 at April 30, 2007. Documents Incorporated by Reference. None Item 1. Business On March 14, 2007, the Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Synergy Business Consulting, LLC (the "Malex Stock Purchaser"), pursuant to which it acquired 8,006,490 shares of outstanding Common Stock of the Company from two existing shareholders in a private transaction for the purchase price of $550,000. The acquisition of shares by the Malex Stock Purchaser pursuant to the Purchase Agreement and from the existing shareholder is collectively referred to herein as the "Purchase". Upon the closing of the Purchase, the Malex Stock Purchaser acquired an aggregate of 8,006,490 shares of Common Stock, or approximately 95.13% of the issued and outstanding Common Stock, and attained voting control of the Company. The source of funds used by the Malex Stock Purchaser was their respective working capital. The Company presently authorized to issue 75,000,000 shares of Common Stock. Prior to the closing, as of March 14, 2007, 8,416,000 shares of Common Stock were issued and outstanding. After the closing, as of March 14, 2007, there are 8,416,000 shares of Common Stock issued and outstanding. Upon the closing of the Purchase, Bartly J. Loethen was appointed as a Director and the Chairman, Chief Financial Officer, President, Vice President, Treasurer and Secretary of the Company alongside current Director Daniel Wettreich. Mr. Wettreich resigned immediately upon the completion of the 10-day period beginning on the date of the filing of the Information Statement with the SEC pursuant to Rule 14f-1 of the 34 Act. Accordingly, Mr. Loethen constitutes our entire Board. Generally, the Directors of the Company serve one year terms until their successors are elected and qualified. It is not currently contemplated that Mr. Loethen will be compensated for serving as either an Officer or Director of the Company. 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. Prior to the Purchase, Registrant has no operations or substantial assets, and intended 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. Before the Purchase, Registrant had no operations or substantial assets, and intended 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. Item 2. Properties The Registrant currently maintains a mailing address at 730 West Randolph, Suite 600, Chicago, IL 60661, which is the address of its President. The Registrant pays no rent for the use of this mailing address. The Registrant does not believe that it will need to maintain an office at any time in the foreseeable future in order to carry out its plan of operations described herein 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.OB) and the market for the stock has been relatively inactive. The range of high and low bid quotations for the quarters since for the Registrants previous two fiscal years. The quotations are taken from the "pink sheets" of the National Quotation Bureau and the OTC Bulletin Board data available on the Internet are shown below. They reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. Quarter Ending Bid Ask - ---------------- ---- ---- April 30, 2007 0.51 0.51 January 31, 2007 0.15 0.15 October 31,2006 0.10 0.10 July 31,2006 0.35 0.35 April 30,2006 0.35 0.35 January 31, 2006 0.35 0.35 October 31,2005 0.35 0.35 July 31,2005 0.35 0.35 April 30,2005 0.51 0.51 As of April 30, 2007, there were 1,128 shareholders on record of Registrant's common stock, including the shares held in street name by brokerage firms. Item 6. Management Discussion and Analysis of Financial Condition and Results of Operations 2007 Registrant is seeking an acquisition and/or merger transaction, and is effectively a blind pool company. During the year ended April 30, 2007, losses of $15,810 compared with $1,979 in 2006 for the previous year. 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. 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. 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. 2006 During the year ended April 30, 2006, losses of $1,979 compared with $1,100 in 2005 were incurred. The Company has no activities. 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. 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. 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. 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 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. 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 7. Financial Statement and Supplementary Data Index to Financial Statements Page ---------- Report of Independent Registered Public Accounting Firm for April 30, 2007 and April 30, 2006 F-2 Financial Statements for April 30, 2007, and 2006 Balance Sheet F-3 Statements of Operations F-4 Statements of Changes in Stockholders Deficiency F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-8 F-1 Comiskey and Company, P.C. 789 Sherman Street Telephone (303) 830 2255 Suite 385 Denver, Colorado, 80203 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Malex, Inc. We have audited the accompanying balance sheet of Malex, Inc. as of April 30, 2007 and 2006 and the related statements of operations, changes in stockholders' deficiency and cash flows for each of the two years 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 audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Malex, Inc. as of April 30, 2007 and 2006 and the results of its operations and its cash flows for the two years then ended, in conformity with generally accepted accounting principles in the United States of America. /s/ Comiskey and Company Professional Corporation July 23, 2007 F-2 Malex, Inc. BALANCE SHEETS (audited) April 30, April 30, 2007 2006 --------- --------- CURRENT ASSETS: Cash $ -- $ 3 -------- -------- Total Current Assets -- 3 -------- -------- $ -- $ 3 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 12,937 $ 454 Related party payables -- 8,625 -------- -------- Total Current Liabilities 12,937 9,079 STOCKHOLDERS' DEFICIENCY Common stock, $.00002 par value/share; 75,000,000 shares authorized, 8,416,000 issued and outstanding 168 168 Additional paid-in capital 14,046 2,097 Accumulated (Deficit) (27,151) (11,341) -------- -------- Total Stockholder's deficiency (12,937) (9,076) -------- -------- $ -- $ 3 ======== ======== F-3 Malex, Inc. STATEMENTS OF OPERATIONS (audited) For the years ended ----------------------- April 30, April 30, 2007 2006 ---------- ---------- Revenues $ -- $ -- General and Administrative Expenses 15,810 1,979 ---------- ---------- NET LOSS FROM OPERATIONS (15,810) (1,979) ---------- ---------- NET LOSS BEFORE INCOME TAXES (15,810) (1,979) PROVISION FOR INCOME TAXES -- -- ---------- ---------- NET LOSS $ (15,810) $ (1,979) ========== ========== NET LOSS PER SHARE - BASIC and DILUTED $ (0.00188) $ (0.00024) ========== ========== WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING - BASIC and DILUTED 8,416,000 8,416,000 ========== ========== F-4 Malex, Inc. STATEMENT OF STOCKHOLDERS' DEFICIENCY (audited)
Common Stock Additional Total --------------------- Paid-in Accumulated Stockholders' Number Par Value Capital (Deficit) Deficiency --------- --------- ---------- ----------- ------------- Balance, April 30, 2005 8,416,000 $ 168 $ 2,097 $ (9,362) $ (7,097) Net loss year ended April 30, 2006 (1,979) (1,979) --------- -------- ------- -------- -------- Balance, April 30, 2006 8,416,000 $ 168 $ 2,097 (11,341) $ (9,076) Contribution of Related Party Payables to Capital 11,949 11,949 Net loss year ended April 30, 2007 (15,810) (15,810) --------- -------- ------- -------- -------- Balance, April 30, 2007 8,416,000 $ 168 $14,046 $(27,151) $(12,937) --------- -------- ------- -------- --------
F-5 Malex, Inc. STATEMENTS OF CASH FLOWS (audited) For the years ended --------------------- April 30, April 30, 2007 2006 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(15,810) $ (1,979) Adjustments to reconcile net loss to net cash provided by (used) in operating activities: Increase in related party payables 3,324 1,979 Increase in accounts payable and accrued expenses 12,483 -- -------- -------- NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES (3) -- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: -- -------- -------- CASH PROVIDED BY FINANCING ACTIVITIES: -- -- -------- -------- NET DECREASE IN CASH (3) -- CASH, beginning of the period 3 3 -------- -------- CASH, end of the period $ -- $ 3 ======== ======== Supplemental disclosures of cash flow information: Non-cash financing activity - Contribution of Related Party Payables to Capital $ 11,949 $ -- Note: There was a non-cash forgiveness of an additional $8,625 in related party debt owed by the company to the prior owner at the time of the sale. This resulted in an aggregate increase to additional pai-in-capital of $11,949 when added to the current period related party transactions. F-6 MALEX, INC. Notes to Financial Statements Note 1 - General and Summary of Significant Accounting Policies Organization and Business Activity 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. Earnings Per Share Earnings per common share is computed on the basis of the weighted average number of common shares outstanding during the respective periods. Stock options are antidilutive and are not included in the weighed average common shares as common stock equivalents. Statement of Cash Flows For purposes of reporting cash flows, the Company considers cash and money market accounts to be cash equivalents. F-7 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. Recently issued accounting pronouncements In February 2006, the FASB issued SFAS No. 155. This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets." The Company does not expect application of SFAS No. 155 to have a material affect on its financial statements. In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of its first fiscal year that begins after September 15, 2006. An entity should apply the requirements for recognition and initial measurement of servicing assets and servicing liabilities prospectively to all transactions after the effective date of this Statement. The Company does not expect application of SFAS No. 156 to have a material affect on its financial statements. In July 2006, the FASB issued FASB Interpretation No. ("Fin") 48, "Accounting for Uncertainty in Income Taxes." This interpretation establishes new standards for the financial statement recognition, measurement and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The new rules will be effective for Malex, Inc in the first quarter of 2008. The adoption of this interpretation will not have a material effect on our financial statements. In September 2006 the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," which eliminates the diversity in practice surrounding the quantification and evaluation of financial statement errors. The guidance outlined in SAB 108 was effective for Malex, Inc. in the fourth quarter of 2007 and is consistent with our historically practices for assessing such matters when circumstances have required such an evaluation. The Company does not expect application of SAB No. 108 to have a material affect on its financial statements. F-8 Note 2 - Income Taxes The Company has no current state or federal income tax expense for the years ended April 30, 2007 and 2006. The Company adopted the Statement of Financial Accounting No. 109, "Accounting for Income Taxes". Under the asset and liability approach specified by SFAS No. 109, deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases of assets and liabilities as measured by the currently enacted tax rates. Deferred tax expense or benefit is the result of the changes in deferred tax assets and liabilities. F-9 Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and unrealized gains and losses of marketable securities. The components of deferred taxes in the accompanying balance sheets are summarized below: Deferred tax assets arising from: 2007 2006 ------ ------ Net operating loss carryover $5,000 $2,000 Less valuation allowance (5,000) (2,000) ------ ------ Deferred taxes - net $ -- At April 30, 2007 the Company has approximately $27,000 of unused Federal net operating loss carryforwards, which expire in years 2010 through 2027. The use of these operating losses to offset future taxable income may be significantly limited in the event of a change of control of the Company. Note 3 - Stockholders' Deficit 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 is 75,000,000, number of shares issued and outstanding are 8,416,000 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. Note 4 - Related Party Transactions The Company's former Chief Executive Officer & former majority shareholder has advanced funds to pay creditors of the Company. During the year ended April 30, 2007, a total of $3,324 was advanced and $11,949 was contributed to capital upon change of control of the Company. In the year ended April 30, 2006, a total of $1,526 was advanced and $8,625 was owed at year end. Current management intends to continue to fund expenses of the Company in the upcoming year. The Company's stock transfer agent is Empire Stock Transfer. Prior to the change in control, the Company's former CEO owned Stock Transfer Company of America, which acted as transfer agent of the Company. No amounts were paid or accrued for transfer agent fees in 2007 or 2006. F-10 Item 8. Disagreements on Accounting and Financial Disclosure During the past two years, there were no disagreements between the Company and the auditors regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Change in Independent Accountants None Item 8A. Controls and Procedures As of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer (the "Certifying Officers") conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 Act, as amended (the "Exchange Act") the term "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including the Certifying Officers, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officers originally concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act, and the rules and regulations promulgated thereunder. PART III Item 9. Directors and Executive Officers of the Registrant The following persons serve as Directors and/or Officers of the Registrant: PART III Item 9. Directors and Executive Officers of the Registrant The following persons serve as Directors and/or Officers of the Registrant: The following persons serve as Directors and/or Officers of the Registrant:
Name Age Position Period Served Term Expires - ---- --- -------- ------------- ---- ------- Bartly J. Loethen 43 Chairman March 2007 NA NA President Vice President Chief Financial Officer Treasurer Director
Bartly J. Loethen Bartly Loethen is Chairman, Chief Financial Officer, President, Vice President, Secretary, Treasurer and Director of the Company since March 2007. Mr. Loethen is an attorney and founding partner of Synergy Law Group, L.L.C. He practices corporate law. His experience includes working with privately-held companies, public companies, mergers and acquisitions, private placement investments, financing transactions, and licensing matters, as well as general corporate matters. Prior to the practice of law, Mr. Loethen was a Revenue Agent with the Internal Revenue Service. Mr. Loethen holds a B.S. /B.A. in Accounting from the University of Missouri (1986), is a certified public accountant, and received his J.D. from the University of Illinois College of Law (1994). Item 10. 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, 2007. No individual Officer received compensation exceeding $100,000; no bonus was granted to any Officer, nor was any compensation deferred. CASH COMPENSATION TABLE Name of Individual Capacities in Cash or 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 11. Security Ownership of Certain Beneficial Owners and Management The following table sets forth as of April 30, 2007 information known to the management of the Company concerning the beneficial ownership of Common Stock by (a) each person who is known by the Company to be the beneficial owner of more than five percent of the shares of Common Stock outstanding, (b) each Director at that time, of the Company (including subsidiaries) owning Common Stock, and (c) all Directors and Officers of the Company (including subsidiaries) as a group (2 persons). NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1) - -------------------------------- -------------------- -------------------- Synergy Business Consulting, LLC 8,006,490 93.0% 730 West Randolph 6th Floor Chicago, IL 60661 Bartly J. Loethen (2) -- 0.00% 730 West Randolph 6th Floor Chicago, IL 60661 TOTAL 8,006,490 93.0% (1) The percentage of Common Stock is calculated based upon 8,416,000 shares issued and outstanding as of March 14, 2007. (2) Chairman, Chief financial Officer, President, Vice President, Treasurer, Secretary and Director. Item 12. Certain Relationships and Related Transactions Up to the March 13, 2007, Purchase, the Company's former Chief Financial Officer and former majority shareholder had advanced the Company an aggregate of $11,949. Of this balance $3 was the petty cash balance and $11,952 was for related company expenses. On March 31, 2007, the aggregate related party debt of $11,949 was contributed to capital. A company affiliated with the former President had provided services as a securities transfer agent. Stock Transfer Company of America ("STCA") resigned as the transfer agent effective from the change of control, discussed in Item 1 of Part I of this report. The current transfer agent is now Empire Stock Transfer. Synergy Business Consulting provides office space at no charge to the Company. PART IV Item 13. 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, 2007. Balance Sheets Statements of Operations Statement of Changes in Stockholders' Deficiency Statements of Cash Flows Notes to Financial Statements (All other 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: Exhibit Number Description - ------- ---------------------------------------------------- 31.1 Section 302 Certification of Chief Executive Officer 31.2 Section 302 Certification of Chief Financial Officer 32.1 Section 906 Certification of Chief Executive Officer 32.2 Section 906 Certification of Chief Financial Officer Reports on Form 8-K: 3/20/07 Filing ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES General. Comiskey and Company, P.C. ("Comiskey") is the Company's principal auditing accountant firm. The Company's Board of Directors has considered whether the provision of audit services is compatible with maintaining Comiskey's independence. Audit Fees. Comiskey billed for the following professional services: $4,175 for annual audit and quarterly review related expenses the fiscal year ended April 30, 2007 and $2,342 for the fiscal year ended April 30, 2006. 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/ Bartly J. Loethen ------------------------------------ Bartly J. Loethen, President Date: August 10, 2007 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/ Bartly J. Loethen ------------------------------------ Bartly J. Loethen, Director; President (Principal Executive Officer); Treasurer (Principal Financial Officer) Date: August 10, 2007 EX-31.1 2 v083672_ex31-1.txt EXHIBIT 31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Bartly J. Loethen, certify that: 1. I have reviewed this annual report on Form 10-KSB of Malex, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report; 4. The Registrant's other certifying Officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have; a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying Officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: August 10, 2007 /s/ Bartly J. Loethen ------------------------------------- Bartly J. Loethen Chief Executive Officer EX-31.2 3 v083672_ex31-2.txt EXHIBIT 31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Bartly J. Loethen, certify that: 1. I have reviewed this annual report on Form 10-KSB of Malex, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report; 4. The Registrant's other certifying Officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have; a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying Officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: August 10, 2007 /s/ Bartly J. Loethen ------------------------------------- Bartly J. Loethen Chief Financial Officer EX-32.1 4 v083672_ex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO RULE 13a-14(b) and 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the filing by Malex, Inc. (the "Company") of the Annual Report on Form 10-KSB for the period ending April 30, 2007 (the "Report"), I, Bartly J. Loethen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /s/ Bartly J. Loethen ------------------------------------- Bartly J. Loethen Chief Executive Officer Dated: August 10, 2007 EX-32.2 5 v083672_ex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO RULE 13a-14(b) and 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the filing by Malex, Inc. (the "Company") of the Annual Report on Form 10-KSB for the period ending April 30, 2007 (the "Report"), I, Bartly J. Loethen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /s/ Bartly J. Loethen ------------------------------------- Bartly J. Loethen Chief Financial Officer Dated: August 10, 2007 -----END PRIVACY-ENHANCED MESSAGE-----