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United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K
[ X ]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
Commission File Number 0-9392 CLX Investment Company, Inc. (Exact Name of Registrant as Specified in Its Charter)

Colorado		84-0749623
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
43180 Business Park Dr., Suite 202 Temecula, CA 92590
(Address of principal executive offices)
(951) 587-9100  (Issuers telephone number, including area code) CLX Energy, Inc. 518 17th Street, Suite 745, Denver, CO 80202 (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(g) of the Exchange Act:
None

Common Stock, $0.01 par value
(Title of Class)
 

    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 [ ] No [X]

    Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-X contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

   
    The aggregate market value of the voting stock held by non affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock as September 30, 2004 was $.35, based on the last sale price of $0.35 as reported on the bulletin board.

    The Registrant had 1,797,634 shares of common stock, $0.01 par value, outstanding as of December 29, 2004
 

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CLX Investment Company, Inc.
(formerly CLX Energy, Inc.)

TABLE OF CONTENTS
 

			PAGE NUMBER
PART I			3
ITEM 1.		BUSINESS	3
		Description of Business	3
		Company Strategy	3
ITEM 2.		DESCRIPTION OF PROPERTY	4
ITEM 3.		LEGAL PROCEEDINGS	4
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	4
PART II			4
ITEM 5.		MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	4
		Market Information	4
		Holders	5
		Dividends	5
		Recent Sales of Unregistered Securities	5
ITEM 6.		MANAGEMENT'S DISCUSSION AND ANALYSIS OR FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
		PLAN OF OPERATIONS	5
		Liquidity and Capital Resources	6
		RESULTS OF OPERATIONS	6
		RISK FACTORS	6
		Risk Related to our Business	7
		Risks Related to our Operations as a Business Development Company	7
ITEM 7.		FINANCIAL STATEMENTS	8
ITEM 8.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS	8
PART III			8
ITEM 9.		DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	8
ITEM 10.		EXECUTIVE COMPENSATION	9
		Remuneration Paid to Executives	10
		Remuneration Paid to Directors	10
		Employment Agreements	10
		Employee Benefits	10
ITEM 11.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	11
ITEM 12.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	11
ITEM 13.		EXHIBITS AND REPORTS ON FORM 8-K	12
SIGNATURES			14

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PART I

Forward Looking Statements

 This document includes statements that may constitute forward-looking statements made pursuant to the Safe harbor provisions of the Private Securities Litigation reform Act of 1995. The Company would like to caution certain readers regarding certain forward-looking statements in this documents and in all if its communications to shareholders and others, on managements projections, estimates and all other communications. Statements that are based on managements projections, estimates and assumptions are forward-looking statements, the words believe, expect, anticipate, intend and similar expressions generally identify forward-looking statements. While the Company believes in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates, and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies and know and unknown risks. Many of the uncertainties and contingencies can affect events and the Company's actual results and could cause its actual results to differ materially from this expressed in any forward-looking statements made by, or on behalf, of the Company.

ITEM 1. DESCRIPTION OF BUSINESS

    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 this year 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 being 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.

    There were no portfolio companies at the fiscal year ending September 30, 2004. Subsequently, on December 6, 2004 the company entered 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. eStrategy Solutions, Inc is the Company's only portfolio investment at this time.

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. The investment in strategy Solutions, Inc. occurred subsequent to September 30, 2004, and is therefore omitted from the accompanying financial statements.

Employees

    Exclusive of eStrategy Solutions Inc., CLX Investment Company, Inc. presently has no employees who serve in administrative positions. Management has entered into an agreement with Javelin Advisory Group to provide administrative support for a monthly fee of $12,500. In this way overhead costs are kept at a minimum while still being able have a very talented administrative staff as part of the management team.

ITEM 2. DESCRIPTION OF PROPERTY

    The Company uses 2,337 square feet in Temecula, CA, on a month-to-month basis as part of its management contract with Javelin Advisory Group.

    Management believes that its facilities are adequate for its present business.


ITEM 3. LEGAL PROCEEDINGS

    CLX Investment Company, Inc. is not a party to any material pending legal proceedings and no such actions by, or to the best of its knowledge, against CLX Investment Company, Inc. has been threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    A special meeting of shareholders of CLX Investments Company, Inc. was held on August 30, 2004 where the following actions were taken by a majority vote of shareholders:

1. The Company's Articles of Incorporation were amended:

a. To authorize 2,000,000,000 shares of capital stock of the company, of which 1,980,000,000 with a par value of $.01 will relate to common stock, and 20,000,000 with a par value of $.01 will relate to preferred stock, subject to further designation by the Board of Directors of the Company.

b. To change the name of the corporation to CLX Investment Company, Inc.

c. To permit action upon the written consent of less than all shareholders of the Company.
 
d. To authorize the Company's Board of Directors, without the consent of the stockholders of the corporation, to adopt any recapitalization affecting the outstanding shares of capital stock of the corporation by effecting a forward or reverse split of all of the outstanding shares of any class of capital stock of the corporation, with appropriate adjustments to the corporation's capital accounts, provided that the recapitalization does not require any amendment to the Articles of Incorporation of the corporation.

2. To approve the Company's sale of CLX Oil & Gas, LLC, a wholly-owned subsidiary of the Company, to certain shareholders of the Company.

3. To approve the Company's changing its state of incorporation from Colorado to Nevada.
 

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Market Information

    The Company's Common Stock is traded on the OTCBB (Over-The-Counter Bulletin Board) under the symbol "CLXN". The following table sets forth the trading history of the Common Stock on the Bulletin Board for each quarter since July 2003 through September 30, 2004, as reported by Dow Jones Interactive. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

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Holders of record

    As of September 30, 2004 there were approximately 441 holders of record of the Company's common stock. There were 1,197,634 shares outstanding with a par value of $.01.

Dividends

    The Company has never paid a cash dividend on its common stock. Payment of dividends is at the discretion of the Board of Directors. The Board of Directors plans to retain earnings, if any, for operations and does not intend to pay dividends in the foreseeable future.


Recent Sales of Unregistered Securities

    Except as otherwise noted, the securities described in this Item 5 were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933. Each such issuance was made pursuant to individual contracts, which are discrete from one another and are made only with persons who were sophisticated in such transactions and who had knowledge of and access to sufficient information about the Company to make an informed investment decision. Among the information provided was the fact that the securities issued were restricted securities. No commissions were paid in connection with the transactions described below unless specifically noted.

    The Sale of the Oil & Gas, LLC resulted in the cancellation of 1,592,836 shares and 159,284 shares being reissued. The 1,592,836 shares were cancelled on October 5, 2004 and the 159,284 shares were issued on October 7, 2004.

    Between July 7, 2004 and December 15, 2004 the company issued convertible debentures in the amount of $150,000.00. All debentures are due within six months of issue and carry a rate of interest of eight percent (8%) per year on the unpaid principal. The holders of the debentures are entitled, at their option, to convert the principal amount of these debentures plus accrued interest into shares of the Company's common stock at a price per share equal to a 50% discount to current market. In the event of bankruptcy all debentures convert to shares of common stock.

    Between October 7, 2004 and December 29, 2004 the company issued 600,000 shares of common stock upon the conversion of $6,000.00 of these convertible debentures. The stock was issued under a regulation E exemption. These debentures were converted at $0.01. If the remaining debentures were issued at the same $0.01 it would result in the issuance of an additional 14,400,000 shares of common stock further diluting stockholders positions.

    As of December 29, 2004 CLX Investment Company, Inc had 1,797,634 shares of common stock outstanding.


ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

    The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K.

Plan of Operation

    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.

    As part of the over all acquisition and finance plan, the Board of Directors authorized management to file Form 1-E with the Commission notifying of its intent to sell up to $5 million of the Company's common stock under a Regulation E exemption.
CLX Investment Company, Inc. presently has one portfolio investment, eStrategy Solutions, Inc, which was acquired subsequent to September 30, 2004.
   
    No additional portfolio investments were made this past year. Management anticipates making additional portfolio investments as opportunities present themselves in the coming year.

    The only commitment of material value is a commitment to provide a $250,000 line of credit to eStrategy Solutions, Inc.

    In October of 2004 CLX Investment Company, Inc. signed a management contract with Javelin Advisory Group to provide administrative services. Javelin will provide services such as portfolio management, accounting, public relations, and various other administrative functions as well as office space. This service will provide a talented pool of personnel at very reduced price compared to hiring that same talent on an individual basis.
 

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Liquidity and Capital Resources

    The Company's financial statements present an impairment in terms of liquidity. As of September 30, 2004 the Company had $130,000 in current assets and the Company's total liabilities exceeded total assets by approximately $22,500. During the fiscal year, ending September 30, 2004, The Oil and Gas operation was spun off and is being reported on the financials as discontinued operations. In the year ended September 30, 2003, which is being reported as discontinued operations, the company reported that current assets exceeded current liabilities by approximately $46,000. The Company has accumulated $697,962 of net operating losses through September 30, 2004, which may used to reduce taxes in future years through 2022. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry-forwards. The potential tax benefit of the net operating loss carry-forwards have been offset by a valuation allowance of the same amount. Under continuing operations the Company has not yet established revenues to cover its operating costs. Management believes that the Company will soon be able to generate revenues sufficient to cover its operating costs through the acquisition of operating subsidiaries. In the event the Company is unable to do so, and if suitable financing is unavailable, there is substantial doubt about the Company's ability to continue as a going concern.

Results of Operations

For the year ended September 30, 2004 the Company had a net loss of $22,500 for its continuing operations.   The discontinued operations  had a net profit of $55,625 for year ended September 30, 2003 and a net loss of $368,855 for year ended September 30, 2002.

Under its continuing operations, focus and effort is being placed on the acquisition of operating companies that meet the criteria as set forth by the investment Committee of the Company.

RISK FACTORS
 

We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

 

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RISKS RELATED TO OUR BUSINESS

We Will Need to Raise Additional Capital to Finance Operations

Past operations have relied on monies generated from profits as well as external financing to fund our operations. However, We will need to rely entirely on external financing for the next year to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.

There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding

The report of our independent accountants on our September 30, 2004 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly

Prior to this offering, there has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

Our Common Stock is Traded on the "Over-the-Counter Bulletin Board," Which May Make it More Difficult For Investors to Resell Their Shares Due to Suitability Requirements

Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain for the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given that the market for such securities is often limited, the stocks are more volatile, and the risk to investors are greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline.

We Could Fail to Retain or Attract Key Personnel

Our future success depends, in significant part, on the continued services of Shane Traveller our Chief Executive. We cannot assure you that we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We have no employment agreements or life insurance on Mr. Traveller.

California Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

Provisions of California law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.
 

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Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders

Our executive officers and directors have the ability to appoint a majority to the Board of Directors. Accordingly, our directors and executive officers, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our Board for approval, including issuing common and preferred stock, and appointing officers, which could have a material impact on mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these board members may differ from the interests of the other stockholders.

RISKS RELATED TO OUR OPERATION AS A
BUSINESS DEVELOPMENT COMPANY

We May Change Our Investment Policies Without Further Shareholder Approval

Although we are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in qualified investment companies, we are not limited with respect to the minimum standard that any investment company must not meet, nor the industries in which those investment companies must operate. We may make investments without shareholder approval and such investments may deviate significantly from our historic operations. Any change in our investment policy or selection of investments could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.

Our Investments May Not Generate Sufficient Income to Cover Our Operations

We intend to make investments into qualified companies that will provide the greatest overall return on our investment. However, certain of those investments may fail, in which case we will not receive any return on our investment. In addition, our investments may not generate income, either in the immediate future, or at all. As a result, we may have to sell additional stock, or borrow money, to cover our operating expenses. The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.

ITEM 7. FINANCIAL STATEMENTS

See the financial statements annexed to this report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 8, 2004 The Board of Directors of CLX Investment Company, Inc. engaged HJ & Associates, LLC as its independent auditors. The former auditors, Easton and Barsch, have discontinued doing audits for public companies.

PART III.
 

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The executive officers and directors of the Company as of December 15, 2004 are as follows:

Name Age Position
 

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The business experience of each of the persons listed above is as follows:

Shane Traveller, CEO, CFO, Chairman. Mr. Traveller brings an extensive background in service to public companies both as an independent auditor, then later as an officer and director. He is a licensed CPA and sits on the board of directors of a number of other public companies where he serves as chairman of the audit committee. From 1998 though 2001, Mr. Traveller served the Chief Financial Officer of Trimedyne, Inc., a NASDAQ NMS-listed medical device company. In 2002, he was named President and COO where he oversaw all operations, product development and manufacturing in addition to financial reporting, investor relations, and information systems for all aspects of the company's operations. In 2003, Mr. Traveller left Trimednye to become a partner with Javelin Holdings, Inc. With a company he co-founded prior to joining Trimedyne, Mr. Traveller established supply channels in Eastern Europe, negotiated a letter of intent and subsequent joint venture agreement with a Russian supplier, and oversaw the market release of five new products. He raised seed capital and set up the production facility, and internal accounting controls. As a consultant and independent auditor, Mr. Traveller has been closely involved in the development and implementation of internal controls, management of staff, preparation and filing of countless financial statements and SEC filings. He has led clients through IPO's and secondary offerings, private placements, mergers and acquisitions, and conversions to a Business Development Company under the Investment Act of 1940.
Steve Peacock, Secretary, COO - Mr. Peacock has fifteen years of experience in seeking out and identifying emerging growth investment opportunities, both startup companies and work out assignments and is skilled at analyzing management structure and setting up programs for raising capital. He has working knowledge of taking companies through the process of becoming publicly traded, as well as assistance with strategic planning, corporate communications including shareholder relations and internet marketing as well as an extensive background in SEC requirements and filings utilizing broad network of legal, accounting, insurance, Internet technology and public relations affiliates. In addition to his work with and in publicly traded companies, Mr. Peacock has a background in the real estate development industry in all phases of minor league professional sports development, primarily soccer, in both American and European venues and has owned and operated minor league professional soccer franchises in Orange County, Riverside and San Francisco, CA. Mr. Peacock has an extensive operating knowledge of the Business Development Company process, having operated the first BDC on the west coast from 1998 to 2000. During that period, he was directly responsible for raising approximately $8M under Regulation E, creating market liquidity for the company's stock and building the company's investor base from 250 to over 4,000 shareholders.
Robert McCoy, Director - Mr. McCoy is an experienced senior executive. As president of Marquis Elevator, Inc. from 1975 to 1990, he built and then later sold the largest independent elevator company in Nevada. Subsequent to selling Marquis Elevator, Mr. McCoy was the General Manager of Canyon Investments, Inc. in Las Vegas Nevada from 1990 to 1996. Since 1996, Mr. McCoy has served as Facilities Manager for the Church of Jesus Christ of Latter Day Saints, responsible for 487,000 square feet of facilities in the Las Vegas area. Mr. McCoy is a graduate of the University of Tennessee.

Arthur Stone, Director - Mr. Stone is a seasoned entrepreneur and business executive with a strong background in product engineering and development. He is presently the President and Chief Executive Officer of Stone Technologies Corporation in Austin, Texas, a position he has held since 1991. Stone Technologies develops, engineers and brings to market new products in the security and RF data transmission industries. Prior to entering the business field, Mr. Stone served six years in law enforcement. He has a degree in electrical engineering from the University of Texas.


Meetings

    During the year ended September 30, 2004 the Board of Directors met on seven occasions. Each incumbent Director attended at least 75% of the total number of meetings of the Board of Directors.

Compensation Of Directors

    Subsequent to September 30, 2004 the Company entered into an agreement with our independent directors to have each be compensated $1,000 each per month for services provided as a Director. Our independent directors received no other consideration in exchange for their services to the company, nor did they perform any service that would fall outside the scope of their duties as directors.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

    The following table sets forth the annual and long-term compensation for services in all capacities for the year ended September 30, 2004 paid to Shane Traveller, our Chief Executive Officer for the fiscal 2004. No other executive officers received compensation exceeding $100,000 during the year ended September 30, 2004.
 

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Employment Agreements

    The Company does not currently have any employment agreements in place. It does have a management contract in place with Javelin Advisory Group for administrative services. The contract is for thirty six months at $12,500 per month and includes all management and administrative costs. This service will provide all administrative and public relations functions and will eliminate all other overhead and fixed costs associated with administrative personnel.

Indemnification

    As permitted by the provisions of the General Corporation Law of the State of Colorado, the Company has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation if such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Company. Any such person may be indemnified against expenses, including attorneys' fees, judgments, fines and settlements in defense of any action, suit or proceeding. The Company does not maintain directors and officers liability insurance.

Compliance With Section 16(a) of the Securities Act of 1934

    Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange commission initial reports of ownership and reports of changes in ownership of Common Stock and other of our equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, none of the officers and directors of the company have filed the required reports with respect to our stock.
 

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth information, to the best knowledge of the Company, as of September 30, 2004 with respect to each person known by CLX Investment Company, Inc. to own beneficially more than 5% of the outstanding Common Stock, each director and officer, and all directors and officers as a group.

	Name and Address(1) --------------------------	Title of Class ---------------------	Amount Owned -------------------------	Percentage of Class (2) ----------------
	Shane Traveller Director	Common	-0-	N/A
	Robert McCoy Director	Common	-0-	N/A
	Arthur Stone Director	Common	-0-	N/A
	Steve Peacock Director	Common	-0-	N/A
	All Directors and Officers as a group	Common	-0-	N/A

(1) Unless indicated otherwise, the address for each of the above listed is c/o CLX Investment Company, Inc at 43180 Business Park Dr., Suite 202, Temecula, CA 92590.

(2) The above percentages are based on 1,797,634 outstanding shares of common as of December 29, 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The Company's officers and directors are subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which the Company has indicated an interest, either through its proposed business plan or by way of an express statement of interest contained in the Company's minutes. If directors are presented with business opportunities that may conflict with business interests identified by the Company, such opportunities must be promptly disclosed to the Board of Directors and made available to the Company. In the event the Board shall reject an opportunity that was presented to it and only in that event, any of the Company's officers and directors may avail themselves of such an opportunity. Every effort will be made to resolve any conflicts that may arise in favor of the Company. There can be no assurance, however, that these efforts will be successful.

    Subsequent to September 30, 2004 the Company entered in to an agreement with a related party to provide management and administrative services for $12,500 per month.

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ITEM 13. CONTROLS AND PROCEDURES

    Evaluation of Disclosure Controls and Procedures. Based on an evaluation under the supervision and with the participation of the our management as of a date within 90 days of the filing date of this Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

    Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations, regardless of how remote.

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)(2) Financial Statements. See index to financial statements and supporting schedules.

(a)(3) Exhibits.

The following exhibits are filed as part of this statement:


    The exhibits listed below are required by Item 601 of Regulation S-B. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.
 

(b) Reports on Form 8-K

Form 8-K filed on May 25, 2004 in which the Company announced the resignation of three of the four members of the Board of Directors and the appointment of two new members of the Board of Directors. The Company also announced the resignation of the Chief Executive Officer as well as the resignation of Secretary and Treasurer of the Company and the appointment of new Officers by the Board of Directors to take their place. These changes were made in accordance with a Securities Purchase and Sale Agreement approved on the 24th day of May 2004. This agreement provides for a plan to transition the business of CLX from that of engaging in the oil and gas business to a small business investment company subject to the Investment Company act of 1940.

Form 8-K filed on December 7, 2004 in which the Company notified the SEC that the Board of Directors had accepted the resignation of two of the three members of the Board of Directors and appointed to two new ones to take their place. The new directors are independent, non-affiliates of the Company and have agreed to one-year contracts to serve on the Company's Board.
 

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ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

    The aggregate fees billed by the Company's auditors for the professional services rendered in connection with the audit of the Company's annual financial statements for fiscal 2004 were approximately $4,500. The prior auditors fees for professional services for the review of financial statements were $1,339.00 for the fiscal 2004. The prior auditors fees for the reviews and audits of the financial statements for 2003 and 2002 were $9,292 and $8,453 respectively.

Audit Related Fees

None

Tax Fees

None

All Other Fees

The aggregate fees billed by the Company's auditors for all other non-audit services rendered to the Company, such as attending meetings and other miscellaneous financial consulting in fiscal 2004 and 2003 were $0 and $0, respectively.

 

 

13

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act. The Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 

Dated: January 12, 2005

CLX Investment Company, Inc. By:/s/ Shane H. Traveller Shane H. Traveller Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 

SIGNATURE	TITLE	DATE
/s/ Shane H. Traveller Shane H. Traveller	Director	January 12, 2005
/s/ Robert McCoy Robert McCoy	Director	January 12, 2005
/s/ Arthur Stone Arthur Stone	Director	January 12, 2005

 

 

 

14

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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 annual report on Form 10-K of CLX Investment Company, Inc.;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant's other certifying officer and I am 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 consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual 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 annual report (the "Evaluation Date"); and

c) presented in this annual 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 annual 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: January 12, 2005

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

15

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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 annual report on Form 10-K of CLX Investment Company, Inc.;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant's other certifying officer and I am 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 consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual 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 annual report (the "Evaluation Date"); and

c) presented in this annual 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 annual 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: January 12, 2005

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

16

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Exhibit 99.1
 

CERTIFICATION
 

Pursuant to Section 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 Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2004 (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: January 12, 2005

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

 

17

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Exhibit 99.2
 

CERTIFICATION
 

Pursuant to Section 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 Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2004 (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: January 12, 2005

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

18

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CLX INVESTMENT COMPANY, INC.
(formerly CLX Energy, Inc.)

FINANCIAL STATEMENTS
September 30, 2004 and 2003

 

 

 

 

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C O N T E N T S

 

Report of Independent Registered Public Accounting Firm ......................	F 2
Independent Auditors' Report ..................................................................	F 3
Balance Sheet .................................................................................................	F 4 & F 5
Statement of Operations...............................................................................	F 6
Statements of Stockholders' Equity (Deficit) ...................................................	F 7
Statements of Cash Flows..............................................................................	F 8
Notes to the Financial Statements................................................................	F 9 - F 23

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors
CLX Investment Company, Inc.
(formerly CLX Energy, Inc.)
Temecula, CA


We have audited the accompanying balance sheet of CLX Investment Company, Inc. (formerly CLX Energy, Inc.) (the Company) as of September 30, 2004 and the related statement of operations, stockholders' equity (deficit) and cash flows for the years ended September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2004 and the results of its operations and its cash flows for the year ended September 30, 2004 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has no significant operating results to date, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




HJ Associates & Consultants, LLP
Salt Lake City, Utah

January 6, 2005

 

 

F-2

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EASTON AND BARSCH
Certified Public Accountants
8790 West Colfax Ave, Suite 106
Lakewood, Co. 80215

INDEPENDENT AUDITORS' REPORT
 

To the Board of Directors
CLX Investment Company, Inc.
Temecula, Ca

We have audited the accompanying balance sheet of CLX Investment Company, Inc. (formerly CLX Energy, Inc.) as of September 30, 2003 and the related statements of operations, changes in stockholders' equity and cash flows for the year ended September 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an  opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in The United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CLX Investment Company, Inc. (formerly CLX Energy, Inc.) as of September 30, 2003 and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America.



EASTON AND BARSCH
Certified Public Accountants
Lakewood, Colorado

December 22, 2003

 

F-3

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CLX INVESTMENT COMPANY
(formerly CLX Energy, Inc.)

Balance Sheets

ASSETS

 

The accompanying notes are in integral part of these financial statements.
F-4

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CLX INVESTMENT COMPANY, INC.
(formerly CLX Energy, Inc.)

Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

				September
					2004		2003
CURRENT LIABILITIES
	Accounts payable			$	12,500	$	247,533
	Accrued expenses				5,000		8,355
	Convertible debentures, net (Note 3)				135,000		-
	Current Portion of long-term debt				-		84,000
	Total Current Liabilities				152,500		339,888
OTHER LIABILITIES
	Long-Term Debt				-		62,857
	Asset Retirement Obligation				-		18,130
	Total Other Liabilities				-		80,987
	Total Liabilities				152,500		420,875
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock Series A; $0.01 par value 20,000,000 shares Authorized, no shares outstanding				-		-
	Common stock; $0.01 par value; 1,980,000,000 shares Authorized 1,197,634 and 2,631,936 shares issued and outstanding, respectively				11,976		26,319
	Additional paid-in capital				653,222		846,941
	Accumulated deficit				(687,698)		(663,582)
	Total Stockholders' Equity (Deficit)				(22,500)		209,678