KALEX CORP - FORM 10-Q - February 7, 2012

Attached files

file	filename
EX-3.1 - EXHIBIT 3.1 PDF - KALEX CORP	ex31.pdf
EX-4.1 - EXHIBIT 4.1 PDF - KALEX CORP	ex41.pdf
EX-10.1 - EXHIBIT 10.1 PDF - KALEX CORP	ex101.pdf
EX-4.1 - EXHIBIT 4.1 - KALEX CORP	ex41.htm
EX-3.1 - EXHIBIT 3.1 - KALEX CORP	ex31.htm
EX-32.1 - EXHIBIT 32.1 - KALEX CORP	ex321.htm
EX-10.1 - EXHIBIT 10.1 - KALEX CORP	ex101.htm
EX-32.2 - EXHIBIT 32.2 - KALEX CORP	ex322.htm
EX-31.2 - EXHIBIT 31.2 - KALEX CORP	ex312.htm
EX-31.1 - EXHIBIT 31.1 - KALEX CORP	ex311.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, 2011

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 March 31, 2011, the Issuer had 800,000,000 authorized shares of common stock and 725,200 issued and outstanding.

TABLE OF CONTENTS

		Page
Explanatory Note		3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements		4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		12

Item 4. Controls and Procedures		12

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		13

Item 1A. Risk Factors		13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		13

Item 3. Defaults Upon Senior Securities		13

Item 4. (Removed and Reserved)		13

Item 5. Other Information		13

Item 6. Exhibits		14

SIGNATURES		15

EXPLANATORY NOTE

This quarterly report on Form 10-Q is being filed with the Securities and Exchange Commission to bring KALEX CORP. (the “Company”, “we”, “us”, and “our”), current in its filings and reports under the Securities Exchange Act of 1934. Accordingly, this quarterly report is intended to be a historical document disclosing the status of the Company as of December 31, 2010 and does not include any subsequent events. In addition, we intend to file, as soon as practicable, our Annual Report on Form 10-K for the year ended June 30, 2011.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

KALEX CORP.
BALANCE SHEETS

ASSETS


	Three Months ended
	March 31,				June 30,
	2010				2010
	(Unaudited)
Cash		$	1,833			$	1,833
Cash equivalents-media credits			15,000,000				-

Total Assets		$	15,001,833			$	1.833

LIABILITIES AND DEFICIENCY IN ASSETS

Due to affiliates		$	34,700			$	34,700
Derivative liability			15,000,000				-

Total Liabilities			15,034,700				34,700

ACCUMULATED DEFICIT:
Preferred stock (2,000 authorized;
par value $0.00001; none issued and outstanding)			-				-
Preferred stock Series A (1,000 authorized;
par value $.0001; 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		$	15,001,833			$	1,833

KALEX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months ended			Three Months ended			Nine Months ended			Nine Months ended
	March 31,			March 31,			March 31,			March 31,
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)

Revenue	$	-		$	-		$	-		$	2

Expenses:
General and Administrative		-			1,550			-			2,650

Total expenses		-			1,550			-			2,650

Net loss		-		$	(1,550	)	$	-		$	(2,648	)

Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding		444,766,756			725,200			444,766,756			725,200

KALEX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months ended			Three Months ended
	March 31,			March 31
	2011			2009
	Unaudited
OPERATING ACTIVITIES:
Net loss	$	(-	)	$	(2,648	)
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:		(-	)		(2,648	)


NET DECREASE IN CASH		(-	)		(2,648)

CASH BEGINNING BALANCE		1,833			6,252

CASH ENDING BALANCE	$	1,833		$	3,604

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 three month period ended March 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 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 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 March 31, 2011.

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.

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.

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, 2011, 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 – DERIVATIVE LIABILITY

A stock agreement was executed on July 12, 2010 between the Company and Bruce Zigler. The company agreed to exchange 60 million shares of common stock for $15 million dollars worth of cash equivalent media credits. Media credits are dollar for dollar prepaid advertising expenses designed for the placement of media and advertorials through newspapers, radio, television, and Internet platforms. The agreement expires December 1, 2015 with extension provisions through December 1, 2020.

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).

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, 2010 filed on March 31, 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 March 16, 2011, the Company filed a Certificate of Correction (the “Correction”) to rectify an inadvertent omission of language in the Certificate of Amendment to Certificate of Incorporation filed on December 1, 2010 (the “Amendment”). The omitted language, which was in the Certificate of Incorporation prior to the Amendment provides the Board of Directors the power to designate and fix the powers, preferences and rights and the qualifications, limitations or restrictions of any number of series of preferred stock. By filing the Correction the language giving the Board of Directors the power to designate was added back to the Certificate of Incorporation.

On March 17, 2011, the Company filed a Certificate of Designation (the “Designation”) with the State of Delaware designating 1,000 shares of Series A Convertible Preferred Stock (“Series A Preferred”). The holders of the Company’s Series A Preferred are not entitled to dividends. Each share of Series A Preferred may be converted into two hundred thousand shares of Common Stock. Each share of Series A Preferred are entitled to distributions resulting from liquidation, dissolution or winding up of the Company on an as converted and pro rata basis. In additions, the holder or holders of the entire class of Series A Preferred, together, have the number of votes equal to the number of shares which is not less than fifty one percent of the vote required to approve any action which Delaware law requires to be approved by vote or consent of the Company’s shareholders.

On March 15, 2011, the Board of Directors of the Company, subject to filing the Correction and the Designation, authorized and directed the Company to issue 1,000 shares of Series A Preferred to Norman King (the “Preferred Issuance”). The Company’s Board of Director’s authorized the Preferred Issuance after due consideration of the financial and advisory assistance Mr. King provided to the Company over many years. In making such determination, the Board of Directors noted that Mr. King (i) made various payments, on behalf of the Company, to extinguish fees and expenses incurred by the Company, (ii) provided office space for the Company’s headquarters, (iii) introduced various business opportunities to the Company through his connections, relationships and associations, and (iv) provided extensive efforts to assist the Company in acquiring an operating entity. As of March 31, 2011, the Company had not issued the 1,000 shares of Series A Preferred.

Departure and Appointment or Election of Officers and Directors

In January 2011, Inga Lamonica resigned from her position as Secretary and Treasurer of the Company. Ms. Lamonica remained a Director of the Company. The resignation of Ms. Lamonica was not the result of any disagreement with the Company on any matter relating to our operations, policies or practices.

In January 2011, Leonard Issacson was appointed Secretary and Chief Financial Officer of the Company.

On January 10, 2011, Albert Solomon was elected to the Board of Directors.

On January 10, 2011, John H. Jackson was elected to the Board of Directors.

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 March 31, 2011, the Company had cash equal to $15,001,833. This compares with cash of $3,604, comprised exclusively of cash, as of March 31, 2011. The Company’s current liabilities as of September 30, 2010 totaled $15,034,700, comprised of monies due to affiliates and the derivative liability (See Note 5). This compares with liabilities of $34,700, as of March 31, 2011. 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 March 31, 2011. 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.

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 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 March 31, 2011, 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

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.

Item 3. Defaults upon Senior Securities.

None.

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

None.

Item 5. Other Information.

Entry into a Material Definitive Agreement

On February 3, 2011, the Company entered into an assignment agreement (the “Assignment”) pursuant to which the Company acknowledged and accepted the assignment to American Marketing Complex Int’l Inc. (“AMC”) of that certain stock agreement, dated July 12, 2010, by and between the Company and Bruce Zigler (the “Agreement”). Pursuant to the Assignment, Mr. Zigler assigned all his rights and obligations under the Agreement and AMC assumed all rights and obligations under the Agreement. Accordingly, AMC became obligated to the Company to provide the $15,000,000 worth of cash equivalent media credits and the Company became obligated to AMC to issue, upon AMC’s request (subject to certain limitation), 60,000,000 shares of the Company Common Stock.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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

In January 2011, Leonard Issacson was appointed Secretary and Chief Financial Officer of the Company. Mr. Isaacson is a partner in the law firm of Feder Kasovitz LLP which he joined in 1983. He specializes in real estate, consumer and commercial banking, and estates. He supervises the loan closing department for one of the lending institutions represented by the firm and has extensive experience in drafting consumer and commercial loan documents. He also has extensive experience in land subdivision law, having represented numerous subdivision developers before regulatory agencies and in the preparation of the required filings for the Department of State of the State of New York and the Office of Interstate Land Sales (HUD). He is a member of the Board of Directors of the New York City Chapter of the Association for the Help of Retarded Children. He is active in various other philanthropic and charitable organizations. Mr. Isaacson received his bachelor's degree in business from the City College of New York in 1949. He received his LLB degree from New York University in 1951.

On January 10, 2011, Albert Solomon was elected to the Board of Directors. Mr. Solomon has held the position of dean at a number of universities on both the East and West Coasts. He was a District Director of Instruction for a NJ regional high school district, the General Manager of an educational publishing company, and an in-house consultant for the NY State Education Department. He holds a Bachelor of Arts in English and History, a Master of Arts in English, and a PhD in Educational Administration.

On January 10, 2011, John H. Jackson was elected to the Board of Directors. Mr. Jackson is the founder of JHJ & Associates, an aviation industry consulting firm. He has held senior management positions including CEO, in sales and marketing, and in other positions with division and company-wide operations responsibilities, with Pan American World Airways, Capital Airlines, Florida Airlines, and Braniff Airlines. He was the officer in charge of the on-site accident control center for the 1982 Air Florida Washington, DC incident, and at the Pan Am Center in London for the 1988 Lockerbie incident. John has an MBA in marketing from North Texas State University.

Item 6. Exhibits

3.1	Certificate of Correction of Certificate of Amendment, dated as of March 15, 2011

4.1	Certificate of Designation, dated as of March 15, 2011

10.1	Assignment Agreement, dated February 3, 2011

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

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: February 7, 2012	KALEX CORP.

		/s/ Norman King
		BY: Norman King
		ITS: Chairman of the Board of Directors (Principal Executive Officer)

KALEX CORP - FORM 10-Q - February 7, 2012

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KALEX CORP Reports