10QSB 1 malex10q013106.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 January 31, 2006 [ ] 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 75-2235008 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 18170 Hillcrest, Suite 100, Dallas, Texas, 75252 (Address of Principal Executive Offices) (972) 612 1400 (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. Yes[X] 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. 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 8,416,000 MALEX, INC. I N D E X Page No. Part I FINANCIAL INFORMATION: Item 1. Condensed Balance Sheets (unaudited) 3 Statements of Operations (unaudited) 4-5 Statements of Cash Flows (unaudited) 6 Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II OTHER INFORMATION 7 2 MALEX, INC. (a development stage company) PART I. FINANCIAL INFORMATION CONDENSED BALANCE SHEETS (Unaudited) ASSETS January 31, 2006 April 30, 2005 (Unaudited) (Audited) Cash $ 3 $ 3 Total Assets $ 3 $ 3 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Liabilities Accounts payable 1,525 -- Accounts payable related 8,618 7,100 Total Liabilities $ 10,143 $ 7,100 Stockholders' Equity: Common stock (number of shares authorized 75,000,000, issued and outstanding 8,416,000 shares, par value $.00002/sh) 168 168 Additional paid in capital 2,097 2,097 Deficit accumulated during the development stage (12,405) (9,362) ---------- ---------- Stockholders Equity (10,140) (7,097) Total Liabilities & Stockholders' Equity $ 3 $ 3 The accompanying notes are an integral part of these financial statements. 3 MALEX, INC. (a development stage company) STATEMENTS OF OPERATION (Unaudited) Three Months Ended Three Months Ended January 31, January 31, 2006 2005 Income $ -- $ -- Expenses - General and Administrative $ 1,525 $ -- Net Income (Loss) $ (1,525) $ -- Earnings per common share * * *(less than $0.001 per share) Weighted average number of shares outstanding 8,416,000 8,416,000 4 MALEX, INC. (a development stage company) STATEMENTS OF OPERATION (Unaudited) Nine Months Ended Nine Months Ended January 31, January 31, 2006 2005 Income $ -- $ -- Expenses - General and Administrative $ 3,610 $ 950 Net Income (Loss) $ (3,610) $ (950) Earnings per common share* * * *(less than $0.001 per share) Weighted average number of shares outstanding 8,416,000 8,416,000 5 MALEX, INC. (a development stage company) STATEMENTS OF CASH FLOWS Nine Months Nine Months Ended Ended January 31, 2006 January 31, 2005 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (3,610) $ (950) ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO NET CASH FROM OPERATING ACTIVITIES: Accounts payable and accrued expenses 3,610 950 Net cash used by operating activities -- -- CASH FLOW FROM INVESTING ACTIVITIES: Net cash used by investing activities -- -- CASH FLOW FROM FINANCING ACTIVITIES: Net cash provided by financing activities -- -- NET INCREASE (DECREASE) IN CASH -- -- BEGINNING CASH BALANCE 3 3 CASH BALANCE AT END OF PERIOD $ 3 $ 3 The accompanying notes are an integral part of these financial statements. 6 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Item 1. Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q 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 Form 10-KSB for the year ended April 30, 2005. Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations The nine month period ended January 31, 2006 showed a loss of ($3,610) compared with ($950)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. 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. 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 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 7 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. PART II. OTHER INFORMATION PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 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 NONE SIGNATURES Pursuant to the requirements 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/ Daniel Wettreich -------------------------- DANIEL WETTREICH, PRESIDENT Date: February 9, 2006 8