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EX-32.1 - EXHIBIT 32.1 - KALEX CORPex321.htm
EX-32.2 - EXHIBIT 32.2 - KALEX CORPex322.htm
EX-31.1 - EXHIBIT 31.1 - KALEX CORPex311.htm
EX-31.2 - EXHIBIT 31.2 - KALEX CORPex312.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No.1)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 000-52177

KALEX CORP.
(Exact name of small business issuer as specified in its charter)

Delaware
 
13-3305161
(State or other jurisdiction of incorporation Or organization)
 
(I.R.S. Employer Identification No.)

330 W 33rd Street Suite 15M, New York, NY 10016
(Address of Principal Executive Offices)

(212) 686-7171
 (Issuer’s telephone number)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                                                 Accelerated filer o
Non-accelerated filer o                                                                                    Smaller reporting company x
(Do not check if a smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):   Yes x  No o

As of December 31, 2010, the Issuer had 800,000,000 authorized shares of common stock and 725,200 issued and outstanding. 

 
 

 
 
 

This Quarterly Report on Form 10-Q/A amends and restates the Quarterly Report on Form 10-Q filed February 7, 2012 This Quarterly Report on Form 10-Q/A does not reflect events occurring subsequent to the quarter ending December 31, 2010, unless otherwise indicated.

Overview

Kalex Corp. (the Company), is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (the “Amendment”) to amend and restate the Company’s previously issued unaudited financial statements and related financial information as of December 31, 2010, which was originally filed with the Securities and Exchange Commission on February 7, 2012.  As described below and in Note 7 to the financial statements, the restatement adjusts the Company’s accounting for certain assets that the Company no longer owns.
 
Background
 
On July 12, 2012, the Company and American Marketing Complex Int’l Inc. (“AMCI”) entered into a rescission agreement (the “Rescission”) whereby the Company and AMCI agreed to declare null and void and of no force and effect, that certain stock agreement dated July 12, 2010 (the “Agreement”).  The Rescission was intended to void, ab initio, the Agreement, treating the Agreement as invalid from the outset.  Accordingly, both the Company and AMCI mutually agreed to release each other of all respective obligations under the Agreement.  As a result of the Recession, the Company was released of its obligation to issue up to 60,000,000 shares of the Company’s common stock to AMCI and AMCI was released of its obligation to provide the Company with $15,000,000 worth of cash equivalent media credits.

As a result of the Rescission the Company’s President concluded that the previously issued financial statements contained in the Company’s Quarterly Reports on Form 10-Q (“Quarterly Reports”) for the periods ended September 30, 2010, December 31, 2010 and March 31, 2011 and the Company’s Annual Report on Form 10-K (“Annual Report”) for the periods ended June 30, 2011 could no longer be relied upon because of the treatment of the Agreement as invalid from the outset.  The Company hereby restates the financial statements contained in the Quarterly Report for the period ended December 31, 2010 in order to make the necessary accounting adjustments.

The Company has discussed with Labrozzi & Co., PA, the Company’s independent registered public accounting firm, the effects of the Agreement and the adjustments made herein.

Effects of Restatement

The tables below present the effect of the financial statement adjustments related to the restatement of our previously reported financial statements as of and for the quarter ended December 31, 2010.  The effect of the restatement on the consolidated balance sheet as of December 31, 2010 is as follows:

December 31, 2010
 
As Reported
   
Adjustments
   
As Restated
 
ASSETS
                       
Cash and cash equivalents
 
$
555
   
$
-
   
$
555
 
Prepaid advertising – media credits
   
15,000,000
     
(15,000,000
)
   
-
 
TOTAL ASSETS
 
$
15,000,555
           
$
555
 
                         
LIABILITIES AND DEFICIENCY IN ASSETS
                       
Due to affiliates
 
$
34,700
   
$
-
   
$
34,700
 
Derivative liability
   
15,000,000
     
(15,000,000
)
   
-
 
TOTAL LIABILITIES
 
$
34,700
   
$
-
   
$
34,700
 
 
Consistent with the information above, the Company has revised the following items in this Form 10-Q/A:

Part I
 
Item 1 – Financial Statements, including Notes 5 and 7 to the Financial Statements

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Additionally, in this Amendment, the Company is including currently dated certifications from the Company’s Principal Executive Officer and Principal Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002 in Exhibits 31.1 and 31.2 and a currently dated certification from the Company’s Principal Executive Officer and Principal Financial Officer as require by Section 906 of the Sarbanes-Oxley Act of 2002 in Exhibit 32.1 and 32.2.

 
 
 
Item 1.  Financial Statements

KALEX CORP.
 
BALANCE SHEETS
 
         
ASSETS
 
         
         
 
Three Months ended
     
 
December 31,
 
June 30,
 
 
2010
 
2010
 
 
(Unaudited)
(Restated)
     
Cash
 
$
1,833
   
$
1,833
 
                 
Total Assets
 
$
1,833
   
$
1.833
 
                 
LIABILITIES AND DEFICIENCY IN ASSETS
 
                 
Due to affiliates
 
$
34,700
   
$
34,700
 
                 
Total Liabilities
   
34,700
     
34,700
 
                 
ACCUMULATED DEFICIT:
               
Preferred stock  (2,000 authorized;
               
    par value $.00001; none issued and outstanding)
           
-
 
Common stock (800,000,000 shares authorized ; $.00001 par value 725,200 issued and outstanding)
   
73
     
8,000
 
Treasury stock 74,800 shares
   
(23,025
)
   
(23,025
)
Additional paid in capital
   
4,927
     
3,000
 
Accumulated deficit
   
(20,842
)
   
(20,842
)
Total Deficiency in assets
   
(32,867
)
   
(32,867
)
                 
Total Liabilities and deficiency in assets
 
$
1,833
   
$
1,833
 
 
 
 
 
KALEX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   
Three Months ended
   
Three Months ended
   
Six Months ended
   
Six Months ended
 
   
December 31,
   
December 31,
   
December 31,
   
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
         
(Unaudited)
       
                         
Revenue
 
$
-
   
$
-
   
$
-
   
$
2
 
                                 
Expenses:
                               
            General and Administrative
   
-
     
550
     
-
     
1,100
 
                                 
Total expenses
   
-
     
550
     
-
     
1,100
 
                                 
Net loss
   
-
   
$
(550
)
 
$
-
   
$
(1,098
)
                                 
Basic and diluted net loss per common share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
                                 
Weighted average number of common shares outstanding
   
267,150,133
     
725,200
     
267,150,133
     
725,200
 
 
 

 
KALEX CORP.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
             
   
Three Months ended
   
Three Months ended
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
   
Unaudited
       
OPERATING ACTIVITIES:
           
Net loss
 
$
(-
)
 
$
(1,100
)
Adjustments to reconcile net income to net cash
               
used in operating activities:
               
Changes in operating assets and operating liabilities:
               
 Net cash used in operating activities:
   
(-
)
   
(1,100
))
                 
                 
NET DECREASE IN CASH
   
(-
)
   
(1,100
)
                 
CASH BEGINNING BALANCE
   
1,833
     
6,252
 
                 
CASH ENDING BALANCE
 
$
1,833
   
$
5,152
 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Taxes paid
 
$
-
   
$
-
 
Interest paid
 
$
-
   
$
-
 
 
 

 
NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, and include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The audited financial statements for the period June 30, 2010 and the year then ended were filed on March 18, 2011 with the Securities and Exchange Commission are hereby referenced.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the six month period ended December 31, 2010 are not necessarily indicative of the results that may be expected for the year ended June 30, 2011.

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

Kalex Corp. ("the Company") was incorporated on March 27, 1984 under the laws of the State of Delaware. The company is a publicly-owned company, not currently operating in any business.

The Company’s business is to pursue a business combination through acquisition, or merger with,
an existing company. As of the date of the financial statements, the Company is conducting negotiations with several target business. No assurances can be given that the Company will be successful in its negotiations
with any target company.
 
Method of Accounting
 
The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
 
Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.  The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

Loss Per Common Share
 
Loss per common share is computed in accordance with FASB ASC 260-10 (Prior authoritative literature Statement of Financial Accounting Standards No. 128, “Earnings Per Share”), by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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 can differ from those estimates.
 
Income Taxes
 
The Company accounts for income taxes in accordance with FASB ASC 740-10 (Prior  authoritative literature Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”), using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities.  This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment.  Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards.  Deferred income tax expense represents the change in net deferred assets and liability balances.
 
Recent Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
 
 
 
Equity Securities 
 
Holders of shares of common stock shall be entitled to cast one vote for each common share held at all stockholders’ meetings for all purposes, including the election of directors.  The common stock does not have cumulative voting rights.
 
The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or
more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
 
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
 
NOTE 3 – LIQUIDITY AND GOING CONCERN
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of $32,867 at December 31, 2010.
 
NOTE 4 – DUE TO AFFILIATES

Due to affiliates represents cash advances from various persons who have loaned the company funds. There are no repayment terms.

 
A.
The company has been operating out of the premises either owned by or leased to the president and CEO of the company. As the company is not generating any operational income, no rent has been charged to the company.
 
 
B.
Some of the company's bills have been paid by its former president and CEO, and its current CEO, as well as other companies and individuals affiliated with them. As of December 31, 2010 a total of $34,700 is owed to the related parties as follows:

Kumala,Inc.
 
$
13,000
 
Kuno Laren
   
8,000
 
Grant lnc.
   
10,000
 
Norman King
   
3,700
 

NOTE 5 – [Removed] (See Note 7)

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company amended its Articles of Incorporation in December 2010 authorizing an additional 798,000,000 shares of common stock having a par value of $0.00001 and decreasing the number of authorized shares of preferred stock from 100,000 to 2,000, having a par value of $0.00001.

In March 2011, 1,000 shares of the Preferred were designated as Series A Convertible Preferred with a par value of $0.0001. Each Series A share is convertible into Two Hundred thousand (200,000) common shares (conversion ratio).

NOTE 7 – RESTATEMENT

Background
 
On July 12, 2012, the Company and American Marketing Complex Int’l Inc. (“AMCI”) entered into a rescission agreement (the “Rescission”) whereby the Company and AMCI agreed to declare null and void and of no force and effect, that certain stock agreement dated July 12, 2010 (the “Agreement”).  The Rescission was intended to void, ab initio, the Agreement, treating the Agreement as invalid from the outset.  Accordingly, both the Company and AMCI mutually agreed to release each other of all respective obligations under the Agreement.  As a result of the Recession, the Company was released of its obligation to issue up to 60,000,000 shares of the Company’s common stock to AMCI and AMCI was released of its obligation to provide the Company with $15,000,000 worth of cash equivalent media credits.

As a result of the Rescission the Company’s President concluded that the previously issued financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended September 30, 2010, December 31, 2010 and March 31, 2011 and the Company’s Annual Report on Form 10-K for the periods ended June 30, 2011 could no longer be relied upon because of the treatment of the Agreement as invalid from the outset. 

The Company has discussed with Labrozzi & Co., PA, the Company’s independent registered public accounting firm, the effects of the Agreement and the reduction of Assets - Prepaid advertising – media credit from $15,000,000 to $0 and the reduction of Liabilities and Deficiency in Assets – Derivative liability from $15,000,000 to $0.



Effects of Restatement

The tables below present the effect of the financial statement adjustments related to the restatement of our previously reported
financial statements as of and for the fiscal year ended June 30, 2011.  The effect of the restatement on the consolidated balance sheet as of December 31, 2010 is as follows:

December 31, 2010
 
As Reported
   
Adjustments
   
As Restated
 
ASSETS
                       
Cash and cash equivalents
 
$
555
   
$
-
   
$
555
 
Prepaid advertising – media credits
   
15,000,000
     
(15,000,000
)
   
-
 
TOTAL ASSETS
 
$
15,000,555
     
-
   
$
555
 
                         
LIABILITIES AND DEFICIENCY IN ASSETS
                       
Due to affiliates
 
$
34,700
   
$
-
   
$
34,700
 
Derivative liability
   
15,000,000
     
(15,000,000
)
   
-
 
TOTAL LIABILITIES
 
$
34,700
   
$
-
   
$
34,700
 
 
Consistent with the information above, the Company has removed from the Notes to Financial Statements the discussion of derivative liability, previously Note 5.
 
 

 

The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 filed on March 18, 2011 with the SEC and are hereby referenced.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:

(i)            filing Exchange Act reports, and
(ii)           investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
  
The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
 
 
 
Recent Events

Amendments to Articles of Incorporation or Bylaws

On December 1, 2010, the Company filed a Certificate of Amendment of Certificate of Incorporation in order to increase the Company’s authorized Common Stock to 800,000,000 shares, having a par value of $0.00001 per share, and to reduce the number of authorize shares of preferred stock from 100,000 shares to 2,000 shares, having a par value of $0.00001 per share.

Departure and Appointment or Election of Officers and Directors

On November 23, 2010, Adam Sietz was elected to the Board of Directors.  Mr. Sietz is the CEO of Sports/Entertainment Media Corporation (“SEM”). He served as president of Big Hug Productions, the consulting, creative, and content production division of SEM since 2005. He worked at WOR-TV in New York as the broadcast operations supervisor.  Mr. Sietz receiving a special achievement Emmy Award for his work on New York Mets broadcasts. He has been teaching and lecturing groups and individuals for almost two decades. Mr. Sietz is an award winning writer, producer, comedian, and actor, having appeared on Broadway, in movies, and on television.
 
On November 23, 2011, Russell Machover was elected to the Board of Directors.  Mr. Machover is a partner of a stock transfer company, OTC Corporate Transfer Service.  He founded, developed, and operated several successful companies. He has held key positions at private and public companies and at New York investment banking firms throughout his career. Mr. Machover is an advisor to members of the Royal Family of the State of Qatar, the AI-Thani Family.

On November 23, 2011, Noel Raskin was elected to the Board of Directors.  Mr. Raskin has been a faculty member of the Mt. Sinai School of Medicine and of the New York Medical College for over 15 years. He has been a contributing author for over 25 articles, book sections, and medical journals. He was board certified in General Surgery and Thoracic Surgery. He is a member of a number of medical societies and is a Fellow of the American College of Physician Executives, the American College of Chest Physicians, and the American College of Surgeons. He is licensed to practice medicine in New York (since 1978) and in New Jersey (since 1989). He holds a B.A. in Biology from New York University, an M.S. in Medical Science from the University of Brussels, and an M.D. from New York Medical College.

On November 23, 2011, M. Gaby Dakwar was elected to the Board of Directors.  Mr. Dakwar has served as President, CEO, Secretary, and International V.P. of many private companies since 1990, including REL International and Carlton General Foods. He is President of Premier T.G. Inc., which specializes in importing olive oil, balsamic vinegar, and other items. He has extensive experience in imports and exports and also in structuring governmental financing deals for soft loans for humanitarian projects. He attended New York University majoring in Chemistry and Economics.
On December 10, 2010, Adam Sietz was appointed Assistant Secretary of the Company.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures.  On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets.  Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

Stock Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
 
 
 
Revenue Recognition

We recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition.”  In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

General and Administrative Expenses

We expect that general and administrative expenses associated with executive compensation will increase in the future.  Although our current chief executive, president, secretary and treasurer have currently foregone full salary payments, we anticipate retroactive and current compensation during 2011.  In addition, we believe in the 2011 fiscal year that the compensation packages required to attract the senior executives we require to execute our business plan will increase our total general and administrative expenses.

Summary of Consolidated Condensed Results of Operations

Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.

Liquidity and Capital Resources

As of December 31, 2010, the Company had cash equal to $1,833.  This compares with cash of $5,152, comprised exclusively of cash, as of December 31, 2009.  The Company’s current liabilities as of December 31, 2010 totaled $34,700, comprised of monies due to affiliates.  This compares with liabilities of $34,700, as of December 31, 2009. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The Company has nominal assets and has generated no revenues. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Results of Operations

The Company has not conducted any active operations in several years, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from June 30, 2007 to December 31, 2010.  It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.


Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“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 our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  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.  We continue to monitor significant estimates made during the preparation of our financial statements.

 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.


Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the required time periods.  

Accordingly, based on their evaluation of our disclosure controls and procedures as of December 31, 2010, our Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, our controls and procedures were not effective because this quarterly report on Form 10-Q is not being filed within the time period specified in the SEC’s rules and forms.  We are committed to improving our financial organization and we are in the process of determining how filing delays may be avoided in the future.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
PART II - OTHER INFORMATION


We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.


None


None.


None.
 
 
 
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 1, 2010, the Company filed a Certificate of Amendment of Certificate of Incorporation in order to increase the Company’s authorized Common Stock to 800,000,000 shares, having a par value of $0.00001 per share, and to reduce the number of authorize shares of preferred stock from 100,000 shares to 2,000 shares, having a par value of $0.00001 per share.
 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 23, 2010, Adam Sietz was elected to the Board of Directors.  Mr. Sietz is the CEO of Sports/Entertainment Media Corporation (“SEM”). He served as president of Big Hug Productions, the consulting, creative, and content production division of SEM since 2005. He worked at WOR-TV in New York as the broadcast operations supervisor.  Mr. Sietz receiving a special achievement Emmy Award for his work on New York Mets broadcasts. He has been teaching and lecturing groups and individuals for almost two decades. Mr. Sietz is an award winning writer, producer, comedian, and actor, having appeared on Broadway, in movies, and on television.
 
On November 23, 2011, Russell Machover was elected to the Board of Directors.  Mr. Machover is a partner of a stock transfer company, OTC Corporate Transfer Service.  He founded, developed, and operated several successful companies. He has held key positions at private and public companies and at New York investment banking firms throughout his career. Mr. Machover is an advisor to members of the Royal Family of the State of Qatar, the AI-Thani Family.

On November 23, 2011, Noel Raskin was elected to the Board of Directors.  Mr. Raskin has been a faculty member of the Mt. Sinai School of Medicine and of the New York Medical College for over 15 years. He has been a contributing author for over 25 articles, book sections, and medical journals. He was board certified in General Surgery and Thoracic Surgery. He is a member of a number of medical societies and is a Fellow of the American College of Physician Executives, the American College of Chest Physicians, and the American College of Surgeons. He is licensed to practice medicine in New York (since 1978) and in New Jersey (since 1989). He holds a B.A. in Biology from New York University, an M.S. in Medical Science from the University of Brussels, and an M.D. from New York Medical College.

On November 23, 2011, M. Gaby Dakwar was elected to the Board of Directors.  Mr. Dakwar has served as President, CEO, Secretary, and International V.P. of many private companies since 1990, including REL International and Carlton General Foods. He is President of Premier T.G. Inc., which specializes in importing olive oil, balsamic vinegar, and other items. He has extensive experience in imports and exports and also in structuring governmental financing deals for soft loans for humanitarian projects. He attended New York University majoring in Chemistry and Economics.

On December 10, 2010, Adam Sietz was appointed Assistant Secretary of the Company.


3.1* 
Certificate of Amendment of Certificate of Incorporation, dated as of December 1, 2010

31.1
Certification of Principal Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2
Certification of Principal Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2
Certifications of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
* Previously filed. 
 

Pursuant to the requirements 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.
         

DATED: March 5, 2013    
KALEX CORP.
 
       
   
/s/ ARNOLD F. SOCK
 
   
BY: ARNOLD F. SOCK
 
   
ITS: President
(Principal Executive Officer)
 
       







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