1
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, 1998
[ ] 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.)
2415 Midway Road, Suite 121, Carrollton, Texas 75006
(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 April 30, 1998, the aggregate market value of the voting
stock hold by non-affiliates was $131,206.
The number of shares outstanding of the Registrant's common stock
$0.00002 par value was 8,400,000 at April 30, 1998
Documents Incorporated by Reference. None
<PAGE>
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 2415 Midway Road, Suite 121,
Carrollton, Texas 75006 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 (symbol
MLEX) and the market for the stock has been relatively inactive.
The range of high and low bid quotations for the quarters since
April, 1996. The quotations are taken from the "pink sheets" of
the National Quotation Bureau and the OTC Bulletin Board data
available on the Internet. They reflect inter-dealer prices,
<PAGE>
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, 19980.015625 0.015625 0.25 0.25
January 31, 19980.0156250.015625 0.25 0.25
October 31, 19970.0156250.015625 0.25 0.25
July 31, 1997 0.015625 0.015625 0.25 0.25
April 30, 19970.015625 0.015625 0.25 0.25
January 31, 19970.0156250.015625 0.25 0.25
October 31, 19960.0156250.015625 0.25 0.25
July 31, 1996 0.015625 0.015625 0.25 0.25
April 30, 19960.015625 0.015625 0.25 0.25
</TABLE>
As of April 30, 1998, 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, 1998 April 30, 1997 April 30, 1996
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>
<PAGE>
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, 1998, and 1997
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone 745-4545
2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014
Independent Auditor's Report
Board of Directors and Stockholders
Malex, Inc.
I have audited the accompanying balance sheet of Malex, Inc. as
of April 30, 1998 and the related statements of operations,
changes in stockholders' equity and cash flows for the years
ended April 30, 1998 and 1997. These financial statements are
the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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. I believe my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Malex, Inc. as of April 30, 1998 and the results of their
operations and their cash flows for the years ended April 30,
1998 and 1997, in conformity with generally accepted accounting
principles.
Larry O'Donnell, CPA, P.C.
May 1, 1998
<PAGE>
MALEX, INC.
(a development stage company)
BALANCE SHEETS
For the year ended April 30, 1998
ASSETS
<TABLE>
<S> <C>
Year Ended
April 30, 1998
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 8,400,000 shares,
par value $.00002/share $168
Additional paid in capital $2,097
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)
STATEMENTS OF OPERATION
For the years ended April 30, 1998 and April 30, 1997
<TABLE>
<S> <C> <C>
Year Ended Year Ended
April 30, 1998 April 30, 1997
Income $ - $ -
Expenses - General and
administrative - -
Net Income (loss) $ - $ -
Earnings per common
share* - -
*(less than $0.001
per share)
Weighted average number
of shares outstanding 30,537,500 32,550,000
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
MALEX, INC.
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended April 30, 1998, 1997 and 1996
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Deficit
Stock Additional During the
Shares Par Paid-In Development Shareholders
Issued Value Capital Stage Equity
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
Net profit (loss) for the
period ended April 30,
1998 - - - - -
Cancellation and
Retirement of
outstanding shares
without
compensation 24,150,000 (483) 483 - -
Balance at April 30,
1998 8,400,000 $ 168 $2,097 $ (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, 1998 and April 30, 1997
<TABLE>
<S> <C> <C>
1998 1997
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.
<PAGE>
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, 1997 and 1998, 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, 1998
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, 1998.
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 8,400,000 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
<PAGE>
election of directors and for all other purposes.
During April 1998, Mick Y. Wettreich tendered 24,134,000 of his
shares for retirement by the Company thereby reducing the number
of shares outstanding.
Related Party Transactions
NONE
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.
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.
Item 9. Disagreements on Accounting and Financial Disclosure
A Form 8-K dated April 29, 1998 was filed to report a change
in accountants. There has not been a filing to report a
disagreement on any matter of accounting principle or financial
statement disclosure, within 24 months of the date of the most
recent statements.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following persons serve as directors and/or officers of
the Registrant:
Name Age Position Period Served Term Expires
Daniel Wettreich 46 President, June 24, 1987 Next Annual
Treasurer, Meeting
Jeanette Fitzgerald 36 Director, March 14,1994 Next Annual
Secretary Meeting
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the
Company since December 1986. 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 Camelot
Corporation(1) , a software company, Forme Capital, Inc., a real
estate company; and Alexander Mark Investments (USA), Inc.,
Adina, Inc., Tussik, Inc., and Constable Group plc which are
dormant companies seeking merger opportunities. In July 1993, he
was appointed a Director of Goldstar Video Corporation(2)
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
a Director of Wettreich Financial Consultants, Inc. Further, she
is a Director of Camelot Corporation 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(2) 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.
(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.
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, 1998.
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
<PAGE>
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 April 30, 1998 , 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 2,800 (1) 0%
2415 Midway Road, Suite 121
Carrollton, Texas 75006
Jeanette Fitzgerald 0 0%
2415 Midway Road, Suite 121
Carrollton, Texas 75006
All Officers and Directors as
a group (2 persons) 2,800 (1) 0%
Abuja Consultancy, Ltd. 7,799,190 92.84%
Oceanic House
P.O. Box 107
Duke Street
Grand Turk
Turks & Caicos Islands
</TABLE>
(1) These shares are owned by companies of which Mr. Wettreich is
an officer and/or director. He has disclaimed all ownership
interest in these shares.
Item 13. Certain Relationships and Related Transactions
During April 1998, Mick Y. Wettreich sold 7,150,000 Malex
shares to Abuja Consultancy Ltd. He also surrendered 24,134,000
Malex shares to the Company for retirement without payment of any
compensation.
<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, 1998.
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: April 29, 1998 reporting Items 1 and 4 reflecting
a change of auditors and a change of control of
the Company.
<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: May 1, 1998
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: May 1, 1998
By:/s/Jeanette Fitzgerald
Jeanette Fitzgerald, Director, Secretary
Date: May 1, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000819926
<NAME> MALEX,INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<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> 168
<OTHER-SE> 302
<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>
