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, 1999
[ ] 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.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
2415 Midway Road, Suite 121, Carrollton, Texas 75006
(Former Address of Principal Executive Offices) (Zip Code)
(972) 386-8907
(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
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, 1999, the aggregate market value of the voting
stock hold by non-affiliates was $394.
The number of shares outstanding of the Registrant's common stock
$0.00002 par value was 8,400,000 at April 30, 1999.
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 6959 Arapaho, Suite 122, Dallas,
Texas 75248 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.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Registrant's common stock is traded on the OTC Bulletin Board
(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, without retail mark-up, mark-down or
commission, and may not necessarily represent actual
transactions.
<TABLE>
<S> <C> <C>
Quarter Ending High Low
April 30, 1999 0.50 0.001
January 31, 1999 0.50 0.001
October 31, 1998 0.50 0.001
July 31, 1998 0.50 0.001
April 30, 1998 0.25 0.15625
January 31, 1998 0.25 0.15625
October 31, 1996 0.25 0.15625
July 31, 1996 0.25 0.15625
April 30, 1996 0.25 0.15625
</TABLE>
As of April 30, 1999, there were 1,033 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, 1999 April 30, 1998 April 30, 1997
Gross Revenue $ - $ - $ -
Income (loss) from
continuing operations - - -
Income (loss) from
continuing operations
per share - - -
Total Assets 3 470 470
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 Public Accountant
Financial Statements for April 30, 1999, and 1998
Balance Sheet
Statements of Operations
Statements of Changes in Stockholders Equity
Statements of Cash Flows
Notes to Financial Statements
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545 2280 South Xanadu Way
Aurora, Colorado 80014 Suite 370
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, 1999 and the related statements of operations,
changes in stockholders' equity and cash flows for the years
ended April 30, 1999 and 1998 and for the period from inception
June 24, 1987 to April 30, 1999. 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, 1999 and the results of its
operations and their cash flows for the years ended April 30,
1999 and 1998, and the period from inception June 24, 1987 to
April 30, 1999 in conformity with generally accepted accounting
principles.
Larry O'Donnell, CPA, P.C.
July 22, 1999
<PAGE>
MALEX, INC.
(a development stage company)
<TABLE>
<S> <C>
BALANCE SHEETS
April 30, 1999
ASSETS
Year Ended
April 30, 1999
CURRENT ASSETS
Cash $ 3
Total assets $ 3
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
Deficit accumulated during the development stage$(2,262)
Stockholders' Equity $ 3
Total Liabilities and
Stockholders' Equity $ 3
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
MALEX, INC.
(a development stage company)
<TABLE>
<S> <C> <C> <C>
STATEMENTS OF OPERATION
For the years ended April 30, 1999 and April 30, 1998
And the period from inception June 24,1987 to April 30, 1999
June 24, 1987
1999 1998 to April 30, 1999
Income $ - $ - $ -
Expenses - General and
administrative 467 - 2,262
Net Income (loss) $ (467)$ - $ (2,262)
Earnings per common
share* - - -
*(less than $0.001
per share)
Weighted average number
of shares outstanding 8,400,000 30,537,500 28,000,000
</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, 1999, and 1998
Deficit
Common Additional During the
Shares Stock Par Paid-In Development Shareholders'
Issued Value Capital Stage Equity
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
Net profit (loss) for the
period ended April 30,
1999 - - - (467) (467)
Balance at
April 30,
1999 8,400,000 $ 168 $2,097 $ (2,262) $ 3
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
MALEX, INC.
(a development stage company)
<TABLE>
<S> <C> <C> <C>
STATEMENT OF CASH FLOWS
For the years ended April 30, 1999 and April 30, 1998
And the period from inception June 24,1987 to April 30, 1999
June 24, 1987
1999 1998 to April 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
TOTAL CASH RECEIVED
Cash paid to Employees and Other
Suppliers of Goods & Services$ (467)$ - $(2,262)
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (467) - (2,265)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCIAL
ACTIVITIES - - 2,265
Issuance of common stock - - 2,265
NET INCREASE (DECREASE) IN CASH (467) - 3
BEGINNING CASH BALANCE 470 - 470
CASH BALANCE AT APRIL 30 $ 3 $ 470 $ 3
</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, 1998 and 1999, the Company has
incurred approximately $2,000 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, 1999
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 average number of shares
outstanding.
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 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
<PAGE>
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 47 President, June 24, 1987 Next Annual
Treasurer, Meeting
Director
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the
Company since December 1986. Additionally, he currently holds
directors positions in the following public companies Camelot
Corporation(1) , Forme Capital, Inc., Adina, Inc. and Tussik,
Inc. From July 1996 to July 1998 he was a Director of Constable
Group plc a United Kingdom company. (3) In July 1993, he was
appointed a Director of Goldstar Video Corporation(2) following
an investment by Camelot. Mr. Wettreich has a Bachelor of Arts
in Business Administration from the University of Westminister,
London, England.
(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.
(3) A subsidiary, Meteor Payphones and its subsidiaries
filed for voluntary liquidation in March 1998. Constable Group
plc filed for voluntary liquidation in July 1998.
<PAGE>
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, 1999.
No individual officer received compensation exceeding $100,000;
no bonuses were granted to any officer, nor was any compensation
deferred.
<TABLE>
<S> <C> <C>
CASH COMPENSATION TABLE
Name of individual Capacities in Cash
Number in Group Which Served Compensation
NONE
</TABLE>
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 April 30, 1999 , 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 225,000 (1) 2.67%
6959 Araphao, Suite 122
Dallas, Texas 75248
All Officers and Directors as
a group (1 person) 225,000 (1) 2.67%
Mick Y. Wettreich 7,781,490 92.64%
1 Shelley Close
Edgware, Middlesex
England HA8 8AX
</TABLE>
<PAGE>
(1) These shares are owned by the wife of Mr. Wettreich. He has
disclaimed all ownership interest in these shares.
Item 13. Certain Relationships and Related Transactions
During April 1998, Mick Y. Wettreich surrendered 24,134,000 Malex
shares to the Company for retirement without payment of any
compensation.
Year 2000 Readiness Disclosure
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The issue is whether computer systems will properly
recognize date-sensitive information when the year changes to
2000. The Company presently believes that the Year 2000 issue
will not pose significant operational problems for the
Company's computer systems. The Company also believes that
the Year 2000 issue will not have a material adverse effect on
the Company's financial condition or results of operations.
<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, 1999.
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 7
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: July 27, 1999
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 27, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 168
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3
<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-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
