-----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, N2uLFd7WkAjdMQCvSsbhN6+kNUl/2CtViaDHXIw8FVc89ASXsiSVzUlkotdTrNQU Rsy9dBZga5oKEG6q0g0XKw== 0001269678-07-000065.txt : 20070319 0001269678-07-000065.hdr.sgml : 20070319 20070319103502 ACCESSION NUMBER: 0001269678-07-000065 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070131 FILED AS OF DATE: 20070319 DATE AS OF CHANGE: 20070319 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: 07702120 BUSINESS ADDRESS: STREET 1: 6959 ARAPAHO STREET 2: SUITE 122 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: (972)386-8907 MAIL ADDRESS: STREET 1: 6959 ARAPAHO STREET 2: SUIT3 122 CITY: DALLAS STATE: TX ZIP: 75248 10QSB 1 malex10q013107.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, 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 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. [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 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 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 Statements of Cash Flows (unaudited) 5 Notes to Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II OTHER INFORMATION 7 2 MALEX, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONDENSED BALANCE SHEETS ASSETS January 31, 2007 April 30, 2006 (Unaudited) (Audited) Cash $ 3 $ 3 ---------- ---------- Total Assets $ 3 $ 3 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 0 $ 454 Accounts payable-related party 11,551 8,625 ---------- ---------- Total Liablities 11,551 9,079 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 (13,813) (11,341) ---------- ---------- Stockholders Equity (11,548) (9,076) ---------- ---------- Total Liabilities & Stockholders' Equity $ 3 $ 3 ========== ========== The accompanying notes are an integral part of these financial statements. 3
MALEX, INC. STATEMENTS OF OPERATION (Unaudited) Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended January 31, January 31, January 31, January 31, 2007 2006 2007 2006 ------------ ------------ ------------ ------------ Income $ -- $ -- $ -- $ -- Expenses - General and Administrative 701 1,525 2,472 3,610 ------------ ------------ ------------ ------------ Net Income (Loss) $ (701) $ (1,525) $ (2,472) $ (3,610) ============ ============ ============ ============ Earnings per common share* * * * * *(less than $0.001 per share) Weighted average number of shares outstanding 8,416,000 8,416,000 8,416,000 8,416,000
The accompanying notes are an integral part of these financial statements. 4 MALEX, INC. STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Nine Months Ended Ended January 31,2007 January 31,2006 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (2,472) $ (3,610) ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO NET CASH FROM OPERATING ACTIVITIES: Accounts payable and accrued expenses 2,472 3,610 ----------- ----------- 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. 5 MALEX, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Management's Representation of Interim Financial Information 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, 2006. Subsequent event: On March 14, 2007 Danny Wettreich sold a controlling interest in the Registrant to Synergy Business Consulting, LLC, an Illinois limited liability company. He resigned as an officer of the Registrant and was replaced by Bartly J.Loethen who was also appointed a Director. 2. Management Discussion and Analysis of Financial Condition and Results of Operations The period ended January 31 , 2007 showed a loss of $(2,472)compared with $(571) for the previous period. 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 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, 6 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: March 12, 2007 7 EX-31.1 2 malex10q013107ex311.txt SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Danny Wettreich, 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: March 12, 2007 /s/ Danny Wettreich ----------------------- Danny Wettreich Chief Executive Officer EX-31.2 3 malex10q013107ex312.txt SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Danny Wettreich, 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: March 12, 2007 /s/ Danny Wettreich ------------------ Danny Wettreich Chief Financial Officer EX-32.1 4 malex10q013107ex321.txt SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER 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 January 31, 2007 (the "Report"), I, Danny Wettreich, 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/ Danny Wettreich --------------------------------- Danny Wettreich Chief Executive Officer Dated: March 12, 2007 EX-32.2 5 malex10q013107ex322.txt SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER 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 January 31, 2007 (the "Report"), I, Danny Wettreich, 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/ Danny Wettreich --------------------------------- Danny Wettreich Chief Financial Officer Dated: March 12, 2007 -----END PRIVACY-ENHANCED MESSAGE-----