KALEX CORP - FORM 10-Q - June 21, 2013

Attached files

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EX-31.2 - EXHIBIT 31.2 - KALEX CORP	ex312.htm
EX-32.2 - EXHIBIT 32.2 - KALEX CORP	ex322.htm
EX-31.1 - EXHIBIT 31.1 - KALEX CORP	ex311.htm
EX-32.1 - EXHIBIT 32.1 - KALEX CORP	ex321.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

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 ¨ Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company þ

(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 ¨

As of May 15, 2013, the Issuer had 800,000,000 authorized shares of common stock and 770,200 issued and outstanding.

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		Page
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements		4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		13

Item 4. Controls and Procedures		13

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		14

Item 1A. Risk Factors		14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		14

Item 3. Defaults Upon Senior Securities		14

Item 4. (Removed and Reserved)		14

Item 5. Other Information		14

Item 6. Exhibits		14

SIGNATURES		15

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PART 1 - FINANCIAL INFORMATION

KALEX CORPORATION

BALANCE SHEETS

March 31, 2013

(Unaudited)

ASSETS

	March 31, 2013			June 30, 2012
Cash and cash equivalents	$	555		$	555
Prepaid expenses		-			41,667

TOTAL ASSETS	$	555		$	42,222



LIABILITIES AND DECIENCY IN ASSETS

Accounts payable and accrued expenses	$	9,406		$	6,239
Due to affiliates		35,387			34,700
Due to non-affiliate		6,979			-
Convertible note payable		125,000			125,000

TOTAL LIABILITIES		176,772			165,939

Preferred stock - $.00001 par value, 100,000 shares authorized
none outstanding		-			-
Series A Preferred stock - $0.0001 par value, 1,000 shares
authorized; 1,000 shares issued and outstanding		-			-
Common stock - $.00001 par value, 800,000,000 shares
authorized, 800,000 shares issued and 725,200 outstanding		8			8
Treasury stock - 74,800 shares		(23,025	)		(23,025	)
Additional paid in capital		10,992			10,992
Accumulated deficit		(164,192	)		(111,692	)

Deficiency in assets		(176,217	)		(123,717	)

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS	$	555		$	42,222

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KALEX CORPORATION

STATEMENTS OF OPERATIONS

For the Quarter Ended March 31, 2013

(Unaudited)

	For the 3 months ended Mach 31, 2013			For the 3 months ended March 31, 2012				For the 9 months ended March 31, 2013			For the 9 months ended March 31,2012

General and administrative expenses	$	2,341			$	20,834		$	44,008		$	62,500

Net loss before other expenses	$	(2,341	)		$	(20,834	)	$	(44,008	)		(62,500	)

Other Expenses
Interest Expense	$	1,563			$	1,563		$	8,492		$	2,605

Total Other Expenses	$	1,563			$	1,563		$	8,492		$	2,605

Net Loss	$	(3,904	)		$	(22,397	)	$	(52,500	)		(65,105	)

Basic and diluted net loss per common share	$	(0.01	)		$	(0.03	)	$	(.07	)	$	(.09	)

Weighted average number of common shares outstanding		725,200				725,200			725,200			725,200

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KALEX CORPORATION

STATEMENTS OF DEFICIENCY IN ASSETS

Quarter Ended March 31, 2013


	Common Stock
	800,000,000 shares authorized				Additional		Treasury Stock
	Shares		Par Value		Paid-in		No. of					Accumulated
	Issued		$.00001 per share		Capital		Shares		Amount			Deficit			Total


DEFICIENCY IN ASSETS - DECEMBER 31, 2012		800,000	$	8	$	10,992		74,800	$	(23,025	)	$	(160,288	)	$	(172,313	)

Net loss		-		-		-		-		-			(3,904	)		(3,904	)

DEFICIENCY IN ASSETS - MARCH 31, 2013		800,000		8		10,992		74,800		(23,025	)		(164,192	)		(176,217	)

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KALEX CORPORATION

STATEMENTS OF CASH FLOWS

Quarter Ended March 31, 2013

	For the 9 Months ended March 31, 2013			For the 9 months ended March 31, 2012

Cash Flows from Operating Activities
Net loss from operations	$	(52,500	)	$	(65,105	)
Changes in operating assets and liabilities
Pre-paid Expenses		(62,500	)		(62,500	)
Accounts payable and accrued expenses		9,406			2,605
Due to Affiliate		687			-
Due to Non-Affiliate		6,979			-

Net cash used in operating activities		(97,928	)		(125,000	)
Promissory Note Payable		-			125,000

Net Cash Flows provided by Investing Activities		-			125,000

Net change in cash and cash equivalents
Cash and cash equivalents - beginning of quarter	$	555		$	555
Cash and cash equivalents - end of quarter	$	555		$	555

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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KALEX CORP.

(A DELAWARE CORPORATION)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

NOTE 1 – 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, through a wholly-owned subsidiary, was previously in the real estate 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 not conducting negotiations with any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

Since inception, the Company has been engaged in organizational efforts.

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.

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Equity Securities

Holders of shares of common stock shall be entitled to cast one vote for each common share held at all stockholder’s 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 2 – 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 $176,772 at March 31, 2013.

NOTE 3 – 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 March 31, 2013 a total of $35,837 is owed to the related parties as follows:

Kumala,Inc.			13,000
Kuno Laren			8,000
Grant lnc.			10,000

Estate of Norman King			687
Norman King			3,700

NOTE 4 – CONVERTIBLE PROMISSORY NOTE

On November 2, 2011, the Company issued to its securities counsel a convertible promissory note, in lieu of cash payment, for past, current, and future legal work in the amount of $125,000 (“Note”). The engagement includes the Company’s continuing Securities and Exchange Commission reporting requirements and certain general corporate matters, including, review and drafting of general corporate documents (e.g., press releases, minutes of meetings or consents of directors and/or shareholders, employment agreements, shareholder agreements and consulting agreements). Such representation covers conferences, correspondence and telephone conversations with corporate officers and consultants. The representation also includes the actual preparation, drafting and filing of the Company’s Annual, Periodic and other reports (such as Forms 10-Q, 10-K, 8-K, Forms 3, 4 and 5) to be filed with the Securities and Exchange Commission, as well as the actual preparation, drafting and filing of the Company’s Proxy Statement in connection with its Annual Meeting of Shareholders. Also provided shall be information on material updates to SEC filing requirements and review of press releases prior to dissemination. The Note bears interest at 5 percent per annum, and is due on March 1, 2014. It is convertible into common stock of the Company at a conversion price equal to the lesser of 50% of the average closing price of the common stock price during the ten trading days immediately prior to the conversion date as quoted by Bloomberg LP or such other quotation service as mutually agreed by the parties, or $0.025. The conversion price may be adjusted for issuance of common shares of the Company for less than the conversion price under the Note, and for share reclassifications.

Legal fees, in connection with the note, equates to $6,945 per month. They became fully utilized as of December 31, 2012.

NOTE 5 – EQUITY

The Articles of Incorporation reflect that the Company is authorized to issue 800,000,000 shares of common stock having a par value of $.00001 per share and 2,000 shares of preferred stock having a par value of $.00001 per share. The Company has 725,200 common shares outstanding and 74,800 common shares in treasury stock. There 1,000 shares of Series A preferred shares outstanding.

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NOTE 6 – SUBSEQUENT EVENTS

On April 2, 2013, the Company entered into a Share Exchange Agreement (the "Share Exchange Agreement"), which Share Exchange Agreement remains subject to closing, with American International Football Corporation, Inc., a Nevada corporation (“AIFC”), the Estate of Norman King (the “Estate”) and the shareholder owning all the issued and outstanding capital stock of AIFC (the “AIFC Shareholder”). At the closing (the “Closing”) of the share exchange, Kalex will issue to the AIFC Shareholder approximately 90% ownership of Kalex and the AIFC Holders will transfer 100% of the outstanding capital stock of AIFC to Kalex, which transfer will result in AIFC becoming the wholly-owned subsidiary of Kalex (the “Share Exchange”).

In connection with the Share Exchange, the parties to the Share Exchange Agreement agreed to recapitalize Kalex so that, upon the consummation of the Share Exchange, the AIFC Shareholder will hold 90% of the fully diluted ownership of Kalex. The Estate, by virtue of the passing of the Company’s former Chief Executive Officer, Norman King, currently owns 1,000 shares of Series A Convertible Preferred Stock of Kalex (the “Preferred Shares”), which Preferred Shares are convertible into 200,000,000 shares of Common Stock and have the right to the number of votes equal to 51% of the vote required to approve any action of the Company. Accordingly, the parties to the Share Exchange Agreement agreed that, at the Closing, the Estate will surrender for cancellation the Preferred Shares in exchange for the issuance of 200,000 shares of Kalex’s common stock. Furthermore, at the Closing or within a reasonable time after the Closing, the Company will issue 100 shares of its newly designated Series B Preferred (as defined below) to Edward Vakser, the Chief Executive Officer of AIFC and the AIFC Shareholder.

At the Closing, an aggregate of 9,924,300 shares of Common Stock will be issued to the AIFC Shareholder, 100 shares of Series B Preferred will be issued to the AIFC Shareholder, 200,000 shares of Common Stock will be issued to the Estate and 100,000 shares of Common Stock will be issued to Kalex’s current President, Arnold F. Sock, as compensation for prior services to the Company and his efforts in consummating the Share Exchange.

The Company's obligation to complete the Share Exchange is subject to the fulfillment or waiver by the Company of conditions contained in the Share Exchange Agreement including, but not limited to, the following conditions:

* AIFC must deliver to the Company financial statements of AIFC and its subsidiaries; and

* AIFC must pay all costs associated with getting the Company current under its periodic reporting requirements.

On April 2, 2013, the Company filed a Certificate of Designation for its newly designated Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to designate 100 shares of the Company authorized preferred stock as Series B Preferred Stock, par value $0.00001 per share (“Series B preferred”). The record holders of the Series B Preferred shall have the right to vote on any matter with holders of Common Stock voting together as one class. The record holder(s) of the 100 shares of Preferred B Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders) equal to that number of Common Stock which is not less than 51% of the vote required to approve any action, which Delaware law provides may or must be approved by vote or consent of the holder of Common Stock or the holders of other securities entitled to vote, if any. Holders of the Series B Preferred are not entitled to receive dividends, not entitled to conversion rights and not entitled to liquidation preferences.

In April 2013, the Company issued to its former directors 45,000 shares of common stock pursuant to what might have been considered an oral agreement with our late CEO, Mr. King. Since each of the Company's former directors resigned their positions without dispute, the Company’s position was that no shares were due. However, the Company's management decided it was in the best interest of the Company to obtain releases from the former directors. Accordingly, and in honor of Mr. King's relationships with the former directors, the Company issued the 45,000 shares in consideration for their execution of a release to the Company.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

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, 2012, which is 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.

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Recent Events

* AIFC must deliver to the Company financial statements of AIFC and its subsidiaries; and

* AIFC must pay all costs associated with getting the Company current under its periodic reporting requirements.

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.

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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 2013. In addition, we believe in the 2014 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 March 31, 2013, the Company had cash equal to $555. This compares with assets of $63,055, comprised of cash of $555, and prepaid expenses as of March 31, 2012. The Company’s current liabilities as of March 31, 2013 totaled $176,772, comprised of related party loans, a note payable, accrued interest thereon, and loans from non-affiliates. This compares with liabilities of $162,304, as of March 31, 2012. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

On November 2, 2011, the Company issued to its securities counsel a convertible promissory note, in lieu of cash payment, for past, current, and future legal work in the amount of $125,000 (“Note”). The Note bears interest at 5 percent per annum, and is due on March 1, 2014. It is convertible into common stock of the Company at a conversion price equal to the lesser of 50% of the average closing price of the common stock price during the ten trading days immediately prior to the conversion date as quoted by Bloomberg LP or such other quotation service as mutually agreed by the parties, or $0.025. The conversion price may be adjusted for issuance of common shares of the Company for less than the conversion price under the Note, and for share reclassifications.

Legal fees, in connection with the note, equates to $6,945 per month. They became fully utilized as of December 31, 2012.

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 since 1995. 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.

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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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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.

Item 4. Controls and Procedures

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 President, 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 March 31, 2013, our President has 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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors.

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits

31.1	Certification of Chief 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 Chief 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 Chief 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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: June 21, 2013	KALEX CORP.

		/s/ Arnold F. Sock
		BY: Arnold F. Sock
		ITS: President (Principal Executive Officer) (Principal Financial Officer)

KALEX CORP - FORM 10-Q - June 21, 2013

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KALEX CORP Reports