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, 1997
[ ] 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.)
17770 Preston Road, Dallas, Texas 75252
(Address of Principal Executive Offices) (Zip Code)
(972) 733-3005
(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
<PAGE>
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of Class)
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 July 18, 1997, the aggregate market value of the voting stock hold by non-
affiliates was $5,872.
The number of shares outstanding of the Registrant's common stock $0.00002 par
value was 32,550,000 at July 18, 1997.
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 17770 Preston Road, Dallas, Texas 75252 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 over-the-counter and the market for the
stock has been relatively inactive. The range of high and low bid quotations
for the quarters since April, 1994. The quotations are taken from the "pink
sheets" of the National Quotation Bureau. They reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.
<TABLE>
<S> <C> <C> <C> <C>
Bid Ask
Quarter Ending Low High Low High
April 30, 1997 0.015625 0.015625 0.25 0.25
January 31,1997 0.015625 0.015625 0.25 0.25
October 31,1996 0.015625 0.015625 0.25 0.25
July 31, 1996 0.015625 0.015625 0.25 0.25
April 30, 1996 0.015625 0.015625 0.25 0.25
January 31,1996 0.015625 0.015625 0.25 0.25
October 31,1995 0.015625 0.015625 0.25 0.25
July 31, 1995 0.015625 0.015625 0.25 0.25
April 30, 1995 0.015625 0.015625 0.25 0.25
</TABLE>
As of July 18 1997, there were approximately 1000 shareholders on record of
Registrant's common stock, including the shares held in street name by brokerage
firms.
Item 6.Selected Financial Data
<TABLE>
<S> <C> <C> <C>
Year Ended Year Ended Year Ended
April 30,1997 April 30, 1996 April 30, 1995
Gross Revenue $ - $ - $ -
Income (loss) from
continuing operations - - -
Income (loss) from
continuing operations
per share - - -
Total Assets 470 470 470
Long-term Obligations
and redeemable
Preferred Stock - - -
Cash Dividends Per
Share - - -
</TABLE>
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 Accountants
Financial Statements for April 30, 1997, and 1996
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>
MICHAEL W. ZINN, INC.
CERTIFIED PUBLIC ACCOUNTANT
3514 OAK GROVE, SUITE 11, DALLAS, TEXAS 75204
TELEPHONE (214) 522-5697
AUDITOR'S REPORT
To: Board of Directors
MALEX, INC.
We have audited the accompanying balance sheets of Malex, Inc., a
development stage company, as of April 30, 1997, and the related statements of
operations, changes in stockholders equity and cash flows for the years ended
April 30, 1997, and 1996. 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 audit in accordance with generally accepted auditing
standards. Those standards require that we 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.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Malex, Inc.
as of April 30, 1997, and the results of its operations, statement of changes in
stockholders' equity, and its cash flows for the years ended April 30, 1997, and
1996, in conformity with generally accepted accounting principles.
Michael Zinn, CPA
Dallas, Texas
July 18, 1997
<PAGE>
MALEX, INC.
(a development stage company)
BALANCE SHEETS
For the year ended April 30, 1997
<TABLE>
<S> <C>
ASSETS
Year Ended
April 30, 1997
CURRENT ASSETS
Cash $ 470
Total assets $ 470
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 32,550,000 shares,
par value $.00002/share $651
Additional paid in capital $1,614
Retained earnings (deficit) $(1,795)
Stockholders' Equity $470
Total Liabilities and
Stockholders' Equity $ 470
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MALEX, INC.
(a development stage company)
<TABLE>
<S> <C> <C>
STATEMENTS OF OPERATION
For the years ended April 30, 1997 and April 30, 1996
Year Ended Year Ended
April 30, 1997 April 30, 1996
Income $ - $ -
Expenses - General and
administrative - -
Net Income (loss) $ - $ -
Earnings per common
share* - -
*(less than $0.001
per share)
Weighted average number
of shares outstanding 32,550,000 32,550,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MALEX, INC.
(a development stage company)
<TABLE>
<S> <C> <C> <C> <C> <C>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended April 30, 1997, 1996 and 1995
Deficit
Common Stock Additional During the
Shares Par Paid-In Development Shareholders
Issued Value Capital Stage Equity
Balance at April 30,
1995 32,550,000 $ 651 $ 1,614 $ (1,795) $ 470
Net profit (loss) for the
period ended April 30,
1996 - - - - -
Balance at April 30,
1996 32,550,000 $ 651 $ 1,614 $ (1,795) $ 470
Net profit (loss) for the
period ended April 30,
1997 - - - - -
Balance at April 30,
1997 32,550,000 $ 651 $ 1,614 $ (1,795) $ 470
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MALEX, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
For the years ended April 30, 1997 and April 30, 1996
<TABLE>
<S> <C> <C>
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES $ - $ -
TOTAL CASH RECEIVED - -
Cash paid to Employees and Other
Suppliers of Goods & Services - -
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES - -
CASH FLOWS FROM INVESTING ACTIVITIES - -
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES - -
CASH FLOWS FROM FINANCIAL ACTIVITIES - -
NET CASH PROVIDED (USED) BY
FINANCIAL ACTIVITIES - -
NET INCREASE (DECREASE) IN CASH - -
BEGINNING CASH BALANCE 470 470
CASH BALANCE AT APRIL 30 $ 470 $ 470
</TABLE>
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, 1996 and 1997, the Company has incurred
approximately $1,780 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, 1997
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 number of shares outstanding at April 30, 1997.
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 32,550,000 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.
Related Party Transactions
For the years ended April 30, 1997 and 1996, the Company incurred stock
transfer fees to a company associated with the President of the Company in the
amounts of $2,497 and $2,497, respectively.
On March 15, 1994, the Company issued 30,550,000 shares of common stock for
$1,000 to the brother of the President.
Registration Statement
These statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Registration Statement
under the Securities Act of 1933 (with amendments) effective December 9, 1987.
Item 9.Disagreements on Accounting and Financial Disclosure
A Form 8-K has not been filed within 24 months of the date of the most recent
statements to report a change in accountants, nor has there been a filing to
report a disagreement on any matter of accounting principle or financial
statement disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following persons serve as directors and/or officers of the Registrant:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position Period Served Term Expires
Daniel Wettreich 45 President, June 24, 1987 Next Annual
Treasurer, Meeting
Jeanette
Fitzgerald 36 Director, March 14, 1994 Next Annual
Secretary Meeting
</TABLE>
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the Company since
December 1986. Since September 1988, he has been the Chief Executive Officer,
President and Director of Camelot Corporation<F1>, a NASDAQ listed public
software company. Since 1981, he has been the President and Director of
Wettreich Financial Consultants, Inc., a financial consulting company.
Additionally, he currently holds directors positions in the following public
companies Alexander Mark Investments (USA), Inc., Forme Capital, Inc., Adina,
Inc., and Tussik, Inc., which are dormant companies seeking merger
opportunities. In July 1993, he was appointed a Director of Goldstar Video
Corporation<F2> following an investment by Camelot. From January 1985 to
February 1988 he was a founding director of Phoenix Network, Inc., a public
telecommunications company listed on the American Stock Exchange. Mr.
Wettreich has a Bachelor of Arts in Business Administration from the University
of Westminister, London, England.
Jeanette P. Fitzgerald
Jeanette Fitzgerald is the Secretary and a Director since January 1991.
She is a member of the State Bar of Texas and the Business Law and Oil, Gas and
Mineral Law sections. She is also the Corporate Secretary and Director of
Wettreich Financial Consultants, Inc. She is also Vice President and General
Counsel and a Director of Camelot Corporation<F1>. Further, she is a Director of
Tussik, Inc., Forme Capital, Inc., Adina, Inc., and Alexander Mark Investments
(USA), Inc.., which are public companies. In July 1993, she was appointed a
Director of Goldstar Video Corporation<F2> following an investment by Camelot.
She graduated from Texas Tech University School of Law receiving both a
Doctorate of Jurisprudence and a Masters of Business Administration in May 1986.
Previous to that, she graduated from the University of Michigan with a Bachelors
of Business Administration in December 1982.
[FN]
(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.
[/FN]
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, 1997. 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 July 18, 1997, 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.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 1,624,190 <F1> 4.98%
17770 Preston Road
Dallas, Texas 75252
Jeanette Fitzgerald 0 0%
17770 Preston Road
Dallas, Texas 75252
All Officers and Directors as
a group (2 persons) 1,624,190 4.98%
Mick Y. Wettreich
34 Monarch Ct. 30,550,000 93.85%
Lyttleton Road
London England N2ORA
</TABLE>
[FN]
(1) 649,190 of these shares are in the name of The Wettreich Heritage Trust, a
Texas Trust, whose beneficiaries are the children of Daniel Wettreich, and
225,000 of these shares are in the name of Zara Wettreich, the wife of Daniel
Wettreich. Mr. Wettreich has disclaimed ownership of the shares owned by the
Trust and his wife.
[/FN]
Item 13. Certain Relationships and Related Transactions
Forme Capital, Inc., the Registrant's former parent company, has agreed
with The Wettreich Heritage Trust that upon any disposition of the Registrant's
stock held by the Trust, the Trust will repay 200% of Forme's out-of-pocket
costs incurred in effecting the spin-off, not to exceed the cash consideration
received by the Trust.
On March 15, 1994, Registrant issued 30,550,000 shares of common stock to
the brother of the President. This resulted in a change of control.
<PAGE>
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, 1997.
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: NONE
<PAGE>
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 29, 1997
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 29, 1997
By:/s/Jeanette Fitzgerald
Jeanette Fitzgerald, Director, Secretary
Date: July 29, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000819926
<NAME> MALEX, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> APR-30-1997
<CASH> 470
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 470
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 470
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 651
<OTHER-SE> (181)
<TOTAL-LIABILITY-AND-EQUITY> 470
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
