U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(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, 1998 0.015625 0.015625 0.25 0.25
January 31, 1998 0.015625 0.015625 0.25 0.25
October 31, 1997 0.015625 0.015625 0.25 0.25
July 31, 1997 0.015625 0.015625 0.25 0.25
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
</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 - - -
<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
</TABLE>
<TABLE>
<S> <C>
ASSETS
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>
Deficit
Common
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 election
of directors and for all other purposes.
<PAGE>
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
<PAGE>
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
<PAGE>
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, 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 225,000 (1) 2.67%
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) 225,000 (1) 2.67%
Mick Y. Wettreich 7,781,490 92.64%
1 Shelley Close
Edgware, Middlesex
England HA8 8AX
</TABLE>
(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.
<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 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: 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
<TABLE> <S> <C>
<ARTICLE> 5
<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-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
