-----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, JIB8MAB6HgW660Tr62SY8X12utpW+TldEBgEXZ7lyds6QRri9C4QZKABjMJ1hKER K4TYmLCZgzIIZ1z0e5UAIg== 0001144204-07-049257.txt : 20070913 0001144204-07-049257.hdr.sgml : 20070913 20070913155944 ACCESSION NUMBER: 0001144204-07-049257 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070731 FILED AS OF DATE: 20070913 DATE AS OF CHANGE: 20070913 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-16335 FILM NUMBER: 071115589 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 10QSB 1 v087683_10qsb.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) |X| Quarterly report under Section 13, or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2007 |_| Transition report under Section 13 or 15 (d) of the Exchange Act For the transition period from ______________ to ______________ Commission file number 33-16335 MALEX, INC. ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified 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) (312) 454-0015 ----------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) ----------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. |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 APPLICABLE ONLY TO CORPORATE ISSUERS There were 8,416,000 shares of $0.00002 par value Common Stock outstanding as of July 31, 2007. - -------------------------------------------------------------------------------- MALEX, INC. INDEX Page No. ---- Part I - FINANCIAL INFORMATION: Item 1. Condensed Balance Sheets (Unaudited) 3 Condensed Statements of Operations (Unaudited) 4 Condensed Statements of Cash Flows (Unaudited) 5 Notes to Condensed Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 3. Controls and Procedures 6 Part II - OTHER INFORMATION 7 2 MALEX, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Malex, Inc. BALANCE SHEET (unaudited)
July 31, April 30, 2007 2007 -------- -------- ASSETS CURRENT ASSETS: Cash $ -- $ -- -------- -------- Total Current Assets -- -- -------- -------- TOTAL CURRENT ASSETS $ -- $ -- ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 2,950 12,937 Related party payables 14,057 -- -------- -------- Total Current Liabilities 17,007 12,937 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 14,046 Accumulated (Deficit) (31,221) (27,151) -------- -------- Total Stockholder's deficiency (17,007) (12,937) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -- $ -- ======== ========
The accompanying notes are an integral part of the financial statements. 3 Malex, Inc. STATEMENTS OF OPERATIONS (unaudited) For the years ended ------------------- July 31, July 31, 2007 2006 ----------- ----------- Revenues $ -- $ -- General and Administrative Expenses 4,070 1,200 ----------- ----------- NET LOSS FROM OPERATIONS (4,070) (1,200) ----------- ----------- NET LOSS BEFORE INCOME TAXES (4,070) (1,200) PROVISION FOR INCOME TAXES -- -- ----------- ----------- NET LOSS AFTER INCOME TAX EXPENSE $ (4,070) $ (1,200) =========== =========== NET LOSS PER SHARE - BASIC and DILUTED $ 0.00 $ 0.00 =========== =========== WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING - BASIC and DILUTED 8,416,000 8,416,000 =========== =========== The accompanying notes are an integral part of the financial statements. 4 Malex, Inc. STATEMENT OF CASH FLOWS (unaudited)
For the years ended ------------------- July 31, July 31, 2007 2006 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (4,070) $ (1,200) Adjustments to reconcile net loss to net cash provided by (used) in operating activities: Decrease in accounts payable - related party (9,987) Increase in accounts payable and accrued expenses 14,057 1,200 ---------- ---------- NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES -- -- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: -- -- ---------- ---------- CASH PROVIDED BY FINANCING ACTIVITIES: -- -- ---------- ---------- NET DECREASE IN CASH -- -- CASH, beginning of the period -- 3 ---------- ---------- CASH, end of the period $ -- $ 3 ========== ========== Supplemental disclosures of cash flow information: Cash paid: Interest -- -- Taxes -- --
The accompanying notes are an integral part of the financial statements. 5 MALEX, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the audited financial statements and notes thereto included in the Registrant's annual Form 10-KSB for the year ended April 30, 2007. Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations The net operating loss for the quarters ended July 31, 2007 and 2006 was $(4,070) and $(1,200) respectively. All expenses were for administrative purposes. The Company has no operations or assets and is now seeking merger opportunities. Liquidity and Capital Resources The Registrant has met its shortfall of funds from operations during prior periods by the sale of its majority owned subsidiaries assets, and by borrowing from its Directors and companies affiliated with its Directors. Net cash used by operating activities for the period was $0 ($0 2006). Net cash used by investing activities was $0 ($0 in 2006) and by financing activities was $0 ($0 in 2006). The Registrant's present needs for liquidity principally relates to its obligations for its SEC reporting requirements and the minimal requirements for record keeping. The Registrant has limited liquid assets available for its continuing needs. In the absence of any additional liquid resources, the Registrant will be faced with cash flow problems. Item 3. Controls and Procedures As of the end of the period covered by this quarterly report, our Chief Executive Officer and Chief Financial Officer (the "Certifying Officer") 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 Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officer has 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. 6 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a). 32.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K: There were no reports filed on Form 8-K during the quarter ended July 31, 2007. SIGNATURES Pursuant to the requirements of Section 13(a) 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 thereto duly authorized. MALEX, INC. (Registrant) By: /s/ Bartly J. Loethen ---------------------------------- Bartly J. Loethen, Chairman and President Date: September 12, 2007 In accordance with the Exchange Act, 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; Chairman and President, (Principal Executive Officer) Treasurer (Principal Financial and Accounting Officer) Date: September 12, 2007 ------------------------------------ 7 EX-31.1 2 v087683_ex31-1.txt EXHIBIT 31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Bartly J. Loethen, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Malex, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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: September 12, 2007 /s/ Bartly J. Loethen ----------------------- Bartly J. Loethen Chairman and President EX-31.2 3 v087683_ex31-2.txt EXHIBIT 31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Bartly J. Loethen, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Malex, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 6. 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: September 12, 2007 /s/ Bartly J. Loethen ------------------ Bartly J. Loethen Chairman and President EX-32.1 4 v087683_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 Quarterly Report on Form 10-QSB for the period ending July 31, 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 require 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: September 12, 2007 EX-32.2 5 v087683_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 Quarterly Report on Form 10-QSB for the period ending July 31, 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: September 12, 2007 -----END PRIVACY-ENHANCED MESSAGE-----