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Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the past 90 days. Yes [ X] No[  ]

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the last practicable date.
   

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CLX INVESTMENT COMPANY, INC.
 

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        The accompanying notes are an integral part of these financial statements. 

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The accompanying notes are an integral part of these financial statements. 

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CLX INVESTMENT COMPANY, INC.
Notes to the Financial Statements
March 31, 2005 and 2004
 

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant accounting policies of CLX Investment Company, Inc. is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements.

a. Organization and Business Activities

The Company was incorporated on December 12, 1977 under the laws of the State of Colorado as Calvin Exploration Company, Inc. to engage in any lawful activity as shall be appropriate under laws of the State of Colorado. The Company was organized to engage in on-shore oil and gas exploration, development and production in the continental United States. The Company's oil and gas activities concentrated primarily in Colorado, Kansas, Oklahoma and Wyoming. In 1993 the name of the Company was changed to CLX Energy, Inc. Up until September 1, 2004 the Company engaged in only one industry segment and line of business; the acquisition, exploration, development and operation of oil and gas properties for its own account.

On May 24, 2004 the Company appointed new management and moved its headquarters to Temecula, CA. At the same time the Company formed CLX Oil & GAS, LLC a wholly owned subsidiary of CLX Energy, Inc. and transferred all of the oil and gas operations of the Company (including the assets and liabilities pertaining to such operations) into CLX Oil & Gas, LLC. At that time, it was agreed in principal that CLX Energy would be sold, subject to a fairness opinion, to certain minority shareholders of the Company. On September 1, 2004 the Company completed the sale of 100% of its interest in CLX Oil & Gas, LLC to certain minority shareholders of the Company in exchange for shares of CLX Energy, Inc. The shareholders returned 1,433,552 shares in exchange for 100% interest in CLX Oil & GAS, LLC. The Board of Directors approved the "Securities Purchase and Sale Agreement" and also obtained a fairness opinion from Lehrer Financial and Economic Advisory Service indicating that the Securities Purchase and Sale Agreement was a fair and equitable exchange. The sale of the subsidiary has been accounted for as an asset sale transaction and all gas and oil operations are reported as discontinued operations on the financial records.

On September 13, 2004, the Company filed with the Securities and Exchange Commission to become a Business Development Corporation as defined under the Investment Act of 1940. Additionally, on September 13, 2004, the Company filed an offering circular with the SEC for up to $5,000,000 of common stock under Regulation E of the Investment Act to raise capital and to make investments in eligible emerging or early-stage companies in various fields of business by arranging for and contributing capital and providing management assistance. In anticipation of the election to become a BDC, the Company changed its name to CLX Investment Company, Inc. on September 1, 2004 to properly reflect the nature of its business.


NOTE 2 - CONVERTIBLE DEBENTURES

During the quarter ended March 31, 2005, the Company issued $155,000 of convertible debentures to support operations. The debentures have varying terms of 60 days to 90 days, accrue interest at 8% per annum, and convert at a discount of 50% of the closing bid for the Company's common stock on the date of conversion. All convertible debentures are convertible at the option of the holder or the Company and automatically convert into common stock in the event of bankruptcy or liquidation. During the quarter ended March 31, 2005, the Company converted $50,000 of convertible debentures issued in private quarters into 5,000,000 shares of common stock. The Company recorded a beneficial conversion expense of $155,000 during the quarter ended March 31, 2005 bringing the total of beneficial conversions expense recorded this fiscal year to $315,000. The company also wrote off $1,000 of convertible debenture debt that was forgiven.

 

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The Company does not consider the convertible debentures to be "Senior Securities" as defined by the Investment Company Act of 1940 since, at the Company's option, the obligation can be converted into common stock thus placing the debentures on a parity with common stock. The Company is required to maintain net asset to Senior Security coverage of 200%. If convertible debentures were deemed to be "Senior Securities" the Company's coverage would be negative, resulting in an out of compliance condition.

NOTE 3 - EQUITY TRANSACTIONS

During the quarter ended March 31, 2005, the Company issued 5,000,000 shares of common stock on the conversion of $50,000 of convertible debentures. The Company also issued 200,000 shares of common stock for a cash sale of $2,000. This stock was issued unrestricted under the Company's exemption from registration pursuant to Regulation E. The Company issued 3,000,000 shares of restricted common stock for a cash sale of $15,000.

NOTE 4 - RELATED PARTY

The Company sold 1,000,000 shares of restricted common stock to each of two unaffiliated individuals (2,000,000 shares total) in an arm's length transaction for total cash consideration of $10,000. Mr. Shane Traveller, the CEO of the Company, agreed to purchase an additional 1,000,000 on the same date under the same terms. The cash consideration from Mr. Traveller was received in April 2005 and has been listed as a "stock subscription receivable" as of March 31, 2005.

NOTE 5 - PREFERRED STOCK

During the quarter ended the Company issued 9,000,000 shares of Series A Preferred stock in consideration of a financing commitment.

NOTE 6 - SUBSEQUENT EVENTS

Stock Issuance

The Company issued 1,000,000 shares of common stock on the conversion of $10,000 of convertible debentures.

Subsequent to the quarter ended March 31, 2005 the Company was paid the $5,000 outstanding in stock subscription receivable.

Convertible Debentures

Subsequent to the end of the quarter ended March 31, 2005 the company issued two convertible debenture for a total of $25,000. The debenture is payable in 120 days, accrues interest at 8% per annum, and converts at a discount of 50% of the closing bid on the day of conversion, or at the lowest price allowable as set by CLX Investment Company, Inc. in an effective registration statement or exemption notification as filed with the Commission for the Company's common stock on the date of conversion. The debenture is convertible at the option of the holder or the Company, and automatically converts into common stock in the event of bankruptcy or liquidation.

The Company does not consider the convertible debentures to be "Senior Securities" as defined by the Investment Company Act of 1940 since, at the Company's option, the obligation can be converted into common stock thus placing the debentures on a parity with common stock. The Company is required to maintain net asset to Senior Security coverage of 200%. If convertible debentures were deemed to be "Senior Securities" the Company's coverage would be negative, resulting in an out of compliance condition.


Advances

Subsequent to the quarter ended March 31, 2005 the Company advanced an additional $18,000 to eStrategy Solutions, Inc. against the line of credit agreement of $250,000, bringing the total advanced under the credit line to $98,950.


NOTE 7 - GOING CONCERN

The ability of the Company to continue as a going concern is dependant upon its ability to successfully seek out and consummate investments, or to secure other sources of financing such that it may commence profitable operations. Further, if the Company is not able to generate positive cash flow from operations, or is unable to secure adequate funding under acceptable terms, there is substantial doubt that the company an continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.










 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION

GENERAL

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts may contain forward-looking statements that involve a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, general business conditions, government regulations, manufacturing practices, competitive market conditions, success of the Company's business strategy, delay of orders, changes in the mix of products sold, availability of suppliers, concentration of sales in markets and to certain customers, changes in manufacturing efficiencies, development and introduction of new products, fluctuations in margins, timing of significant orders, and other risks and uncertainties currently unknown to management.

CRITICAL ACCOUNTING POLICIES

The Company's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in the external disclosures of the Company including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We review valuations based on estimates for reasonableness and conservatism on a consistent basis throughout the Company. Primary areas where financial information of the Company is subject to the use of estimates, assumptions and the application of judgment include acquisitions, valuation of long-lived and intangible assets, and the realizability of deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

Valuation Of Long-Lived And Intangible Assets

The recoverability of long lived assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144, which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the recoverability of the asset.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As of March 31, 2005, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.

Valuation of Investments

As required by ASR 118, the investment committee of the company is required to assign a fair value to all investments. To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.
 

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No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include: 1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation method for its investments. Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, and in absence of a recent appraisal, the value of the investment shall be based on the following criteria:

1. Total amount of the Company's actual investment ("AI"). This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.
2. Total revenues for the preceding twelve months ("R").
3. Earnings before interest, taxes and depreciation ("EBITD")
4. Estimate of likely sale price of investment ("ESP")
5. Net assets of investment ("NA")
6. Likelihood of investment generating positive returns (going concern).
 

The estimated value of each investment shall be determined as follows:

• Where no or limited revenues or earnings are present, then the value shall be the greater of the investment's a) net assets, b) estimated sales price, or c) total amount of actual investment.

• Where revenues and/or earnings are present, then the value shall be the greater of two point five times (2.5x) revenues or six times (6x) earnings, plus the greater of the net assets of the investment or the total amount of the actual investment.

• Under both scenarios, the value of the investment shall be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if there is reasonable doubt about the investments ability to continue as a going concern.

The Board of Directors of the Company, using the above formula, has valued the Company's investments at $142,144. The Board has not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments.
 

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COMPANY STRATEGY

CLX Investment Company, Inc. ("the Company" or "CLXN") was incorporated under the laws of Colorado under the name of Calvin Exploration Company, Inc. on December 12, 1977 to engage in any lawful activity as shall be appropriate under laws of the State of Colorado. The Company was organized to engage in on-shore oil and gas exploration, development and production in the continental United States. The Company's Oil and gas activities concentrated primarily in Colorado, Kansas, Oklahoma and Wyoming. In 1993 the name of the Company was changed to CLX Energy, Inc. Up until September 2004, the Company has engaged in only one industry segment and line of business, namely the acquisition, exploration, development and operation of oil and gas properties for its own account.

On May 24, 2004 the company appointed new management and moved its headquarters to Temecula, CA. At the same time the Company formed CLX Oil & Gas, LLC a wholly owned subsidiary of CLX Energy, Inc. and transferred all of the oil and gas operations of the Company (including the assets and liabilities pertaining to such operations) into CLX Oil & Gas, LLC. On September 1, 2004 the Company sold 100% of its interest in CLX Oil & Gas, LLC to certain shareholders of the Company in exchange for shares of CLX Energy, Inc. The Board of Directors approved the "Securities purchase and Sale Agreement" and also obtained a fairness opinion from Lehrer Financial and Economic Advisory Service indicating that the Securities Purchase and Sale Agreement was a fair and equitable exchange. All Gas and Oil operations are reported as discontinued operations in the accompanying financial reports.

On September 13, 2004 the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company is required to maintain at least 70% of its assets invested in "eligible portfolio companies", which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million. On September 1, 2004 the Company changes it's name to CLX Investment Company, Inc. to properly reflect the nature of its business.

The Company made its first portfolio acquisition on December 6, 2004, by entering into an agreement to acquire 40% of eStrategy Solutions, Inc., a four-year-old e-learning and cost recovery solutions company, in exchange for $60,000 and an agreement to provide an operating line of credit of $250,000. eStrategy Solutions, Inc is the Company's only portfolio investment at March 31, 2005.

Investment Strategy

CLX Investments Company, Inc. intends to make strategic investments in cash-flow positive companies with perceived growth potential. The Investment Committee has adopted a charter wherein these two criteria will be weighed against other criteria including strategic fit, investment amount, management ability, etc. In principle, the Company will prefer to make investments in companies where the Company can acquire at least a 51% ownership interest in the outstanding capital of the portfolio company, or exert some other management control.

As a Business Development Company, the Company is required to have at least 70% of its assets in "eligible portfolio companies." It is stated in the Investment Committee Charter that the Company will endeavor to maintain this minimum asset ratio.

 

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Portfolio Investments

The Company presently has one portfolio investment: eStrategy Solutions, Inc., a Texas corporation specializing in the development, and marketing of e-learning software solutions. The Company owns 40% of the common stock of eStrategy Solutions, Inc., which it acquired in exchange for cash and an open line of credit. eStrategy Solutions already has training software in place but is projecting a late January completion date for its expanded content delivery platform, which is expected to significantly increase the user capacity of its training programs. The implementation of this new platform is expected to allow the company to expand its customer base and grow revenues unfettered by current system limitations.

The Texas Department of Information Resources has recently renewed its contract to engage the services of eStrategy Solutions. Under the terms of the contract, eStrategy Solutions can be retained by agencies to serve as the provider for agency defined training courses via web-based training. The contract includes development costs, notification to participants, delivery, testing, and management reporting, encompassing all state agencies, all institutions of higher learning, all independent school districts, counties and municipalities. To date, there have been several thousand deliveries covering over 20 courses. In addition to delivery, eStrategy Solutions provides completion documentation and management reports.

In the State of Texas, eStrategy Solutions has focused its business strategy on a large market niche that has a clear need for low-cost, highly effective e-learning programs. eStrategy Solutions has proven a new unique sales and pricing model that targets a defined portion of overlooked clients. By focusing on thousands of licensing, regulatory agencies and certificate granting organizations, eStrategy Solutions offers enterprise level software features at low-cost, and it further creates a cost-recovery method which produces funds needed to deploy a robust e-learning system. An example of this cost-recovery method is at work with the Texas Board of Chiropractic Examiners (CE). This agency chose eStrategy Solutions to host the learning system at no cost, convert the mandatory CE course to an attractive web based delivery to thousands of chiropractic professionals. The convenience of online secure payment and 24-hour access to courses become a source of savings for the user and eStrategy simply splits the revenue with the agency.

eStrategy Solution's market is not just limited to Texas. The model that has been developed in Texas is applicable to all the other states as well. The market potential for e-learning is in the billions of dollars and eStrategy Solutions is expected to grow and capture a significant percentage of its specific market segment.

RESULTS OF OPERATIONS

Quarter ended March 31, 2005 compared to quarter ended March 31, 2004

During the quarter ended March 31, 2005, the Company incurred a net loss of $309,912 compared to a loss of $24,576 for the same quarter of 2004. The current loss is primarily due to an expense of $155,000 related to the beneficial conversion feature of new debentures and operating expenses, which were $63,307 for the quarter ended March 31, 2005. The Company will be able to keep future operating costs at a minimum based on the management agreement it has in place to outsource all its administrative support. Interest expense for the quarter ended March 31, 2005 was $248,749.

The six month period ended March 31, 2005 compared to the six month period ended March 31, 2004

Revenues for the six months ended March 31, 2005 were $1,194 compared with revenues of $0 for the six months ended March 31, 2004. Operating expenses for the six months ended March 31, 2005 were $133,845, generating a net loss of $541,740, or $0.13 per share, compared with a net loss of $21,431, or $0.01 per share, for the six months ended March 31, 2004.
 

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Liquidity and Capital Resources

The accompanying financial statements have been prepared in conformity with principles of accounting applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses in the quarter ended March 31, 2005, and some of the past years and has generated an accumulated deficit of $1,229,438. The Company requires additional capital to meet its operating requirements. Management plans to increase cash flows through the sale of securities and through the issuance of convertible debentures. The portfolio company, eStrategy Solution, is cash flow positive but will require additional funds against its line of credit to further expand its content delivery platform. Funds will also be required for additional portfolio investments. There are no assurances that such capital raising plans will be successful. No adjustments have been made to the accompanying financial statements as a result of this uncertainty.

As of March 31, 2005, the Company had total cash and current assets of $33,975 and current liabilities of $267,359. The Company generated cash for operations through the issuance of common stock and sale of convertible debentures. The debentures issued have varying terms of 60 days to 90 days, bear interest at 8%, and are convertible into common stock at a discount to market of 50% from the closing bid price on the date of conversion. Through March 31, 2005, the Company raised $450,000 all of which was from convertible debentures. Of this total, $135,000 was repaid in cash, $56,000 was converted to common stock and $1,000 was written off as forgiveness of debt leaving a balance of $258,000. Subsequent to March 31, 2005, an additional $10,000 was converted to common stock. On September 13, 2004, the Company filed a notification with the Securities and Exchange Commission of its intent to raise capital through the issuance of securities exempt from registration under Regulation E of the Securities Act of 1933. This exemption allows the Company to sell up to $5,000,000 of securities exempt from registration. Subsequent to March 31, 2005 the company raised another $25,000 by issuing two additional convertible debentures under the same terms. There is no assurance that the Company will be able to raise any additional funds through the issuance of the remaining convertible debentures or that any funds made available will be adequate for the Company to continue as a going concern. Further, if the Company is not able to generate positive cash flow from operations, or is unable to secure adequate funding under acceptable terms, there is substantial doubt that the company can continue as a going concern.

RISKS AND UNCERTAINTIES

An investment in the Company involves a high degree of risk. In addition to matters discussed elsewhere in this report, careful consideration should be given to the following risk factors. This report contains certain forward-looking statements that involve risks and uncertainties. Our actual results could be substantially different from the results we anticipate in these forward-looking statements because of one or more of the factors described below and/or elsewhere in this report. If any of these risks were to actually occur, our business, results of operations and financial condition would likely suffer materially. The risks outlined below are those which management believes are material to an understanding of our business and the risks inherent in it, but such list is not exclusive of every possible risk which may impact the Company and its shareholders in the future. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also appear or increase in significance, and could therefore impair our projected business results of operations and financial condition.

Risks Related to Our Business

Our future operating results are subject to a number of risks, including our ability or inability to implement our strategic plan and to raise sufficient financing as required. Inability of our management to guide growth effectively, including implementing appropriate systems, procedures and controls, could have a material adverse effect on our business, financial condition and operating results.

Our future growth depends on the addition of portfolio companies that are cash flow positive and can contribute to the overall growth of the Company. The Company has a plan to implement acquisitions and is presently evaluating several companies to see if they will fit the criteria that have been established. The future performance of the companies acquired will determine if these evaluations were correct. And although part of the process is to evaluate the history of the companies to determine stability in their respective industries there is no assurance that this stability will continue. Change in revenue or expense projections or even changes in the industry that cannot be adjusted to will could adversely affect performance.
 

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We require additional funds to support our business operations.

We require additional capital in order to implement our current business plan as contemplated in this report. CLX Investment Company intends to attempt to raise funds during the third fiscal quarter of 2005 through the issuance of convertible debentures and the sale stock exempt from registration to accredited investors. If we are unable to raise the necessary capital we require, which we estimate to be a minimum of $500,000 and not more than $2,000,000, then we may not be able to operate our business in the manner described in this report. Our inability to raise the funds we require, when we require them and on terms that are reasonably acceptable to our management, would have a materially adverse effect upon our ability to maintain and grow our business.

If we do raise the funds we require to grow the business, it could result in substantial dilution to our existing shareholders.

To the extent that much of our financing will be raised through the issuance of convertible debentures, stock will be issued at a discount to the market upon conversion of the debt resulting in substantial dilution to our existing shareholders which is disproportionate to the value of the funds received by us in such transaction. There is no guarantee that additional financing will be available to us on acceptable terms when needed, or at all.

Our failure to effectively manage our growth could have a material adverse effect on our business.

We expect our business to grow rapidly. Such growth will place a significant strain on our management systems and resources. We will need to continue to improve our operational and financial systems and managerial controls and procedures, and we will need to continue to expand, train and manage our workforce.

If we are unable to retain key personnel or attract new personnel, it could have a material adverse effect on our business.

The loss of services of any of our key personnel or our inability to successfully attract and retain qualified personnel in the future would have a material adverse effect on our business. We do not maintain key person life insurance on any of our employees.

Risks Related To Our Industry

Laws and regulations may prohibit or severely restrict our ability to raise capital.

Various government agencies in the United States and throughout the world regulate capital raising practices. If we are unable to continue our business in our existing manner then we may not be able to acquire additional portfolio investments, which would hamper or even cause our business to fail. Additionally, government agencies and courts may use their powers and discretion in interpreting and applying laws in a manner that limits our ability to operate or otherwise harm our business. Also, if any governmental authority brings a regulatory enforcement action against us that interrupts our ability to raise capital, or which results in a significant fine or penalty assessed against us, our business could suffer.

CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures within the 90 days prior to the filing date of this report. This evaluation was carried out under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, Mr. Shane Traveller. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us and required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

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PART II.

Other Information
Item 1. Legal Proceedings

None

Item 2. Changes in Securities

During the six months ended March 31, 2005, the Company issued 5,600,000 shares of common stock were issued in payment of $56,000 of convertible debentures under a Regulation E exemption. The Company also issued 200,000 shares of its common stock for cash at $.01 per share and 3,000,000 shares of restricted common stock for cash at $.005 per share.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

99.1 Chief Executive Officer Certification as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer
On March 15, 2005, the Company accepted the resignation from Steven Peacock as the Secretary of the Company and effective immediately appointed Mr. Kenneth Wiedrich as Secretary.
(Form 8-K was received on March 18, 2005)

Item 3.02 Unregistered Sale of Equity Securities and Item 3.03 Material Modifications to Rights of Security Holders
On January 28, 2005, the Company's board of directors designated ten million (10,000,000) shares of Series A Preferred Stock.
On February 1, 2005, the Company issued nine million (9,000,000) shares of Series A Preferred Stock to Michael Chavez.
(Form 8-K was received on February 15, 2005)

Item 3.02 Unregistered Sale of Equity Securities
On January 31, 2005, the Company sold a total of three million (3,000,000) shares of its unregistered common stock at a price of $0.005 per share. The shares are restricted as to their transfer and were issued exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
(Form 8-K was received on February 2, 2005)

 

 

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SIGNATURE PAGE
 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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CLX Investment Company, Inc.
a Colorado Corporation
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 

I, Shane H. Traveller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CLX Investment Company, 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-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2005

/S/ Shane H. Traveller
Shane H. Traveller
Chief Executive Officer
 

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 CLX Investment Company, Inc.
a Colorado Corporation
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 

I, Shane H. Traveller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CLX Investment Company, 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-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2005

/S/ Shane H. Traveller
Shane H. Traveller
Chief Financial Officer
 

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Exhibit 99.1
 

CERTIFICATION
 

Pursuant to Sections 302 and 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Shane H. Traveller, Chief Executive Officer of CLX Investment Company, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2005 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 13, 2005

/S/Shane H. Traveller
Shane H. Traveller
CHIEF EXECUTIVE OFFICER
 

 

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Exhibit 99.2
 

CERTIFICATION

Pursuant to Sections 302 and 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Shane H. Traveller, Chief Financial Officer of CLX Investment Company, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2005 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 13, 2005

/S/Shane H. Traveller
Shane H. Traveller
CHIEF FINANCIAL OFFICER
 

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