Kalex (KLXC) 10-Q 19 Nov 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2014	Oct. 15, 2015
Document And Entity Information
Entity Registrant Name	KALEX CORP
Entity Central Index Key	1,372,620
Document Type	10-Q
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		770,200
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2014	Jun. 30, 2014
Current assets:
Cash	$ 0	$ 90
Total current assets	0	90
Total Assets	0	90
Current liabilities:
Accounts payable and accrued expenses	27,112	21,262
Due to affiliates	$ 34,700	34,700
Advances payable		1,000
Convertible notes payable, net of discount of $32,272 and $33,197, respectively	$ 129,845	127,920
Total current liabilities	$ 191,657	$ 184,882
Stockholders' Deficit:
Preferred stock - $0.00001 par value, 2,000 shares authorized; Series A - 1,000 shares authorized, issued and outstanding
Preferred stock - $0.00001 par value, 2,000 shares authorized; Series B - 100 shares authorized, -0- issued and outstanding
Common stock - $0.00001 par value, 800,000,000 shares authorized; 845,000 shares issued and 770,200 outstanding	$ 8	$ 8
Treasury stock - at cost, 74,800 shares	(23,025)	(23,025)
Additional paid in capital	58,209	55,209
Accumulated deficit	(226,849)	(216,984)
Total Stockholders' Deficit	(191,657)	(184,792)
Total Liabilities and Stockholders' Deficit	$ 0	$ 90

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2014	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013
Convertible note payable	$ 32,272	$ 33,197
Stockholders' Deficit
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, authorized shares	2,000	2,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, Authorized	800,000,000	800,000,000
Common stock, Issued	845,000	770,200
Common stock, outstanding	845,000	770,200
Treasury stock, shares	74,800	74,800
Series A
Stockholders' Deficit
Preferred stock, authorized shares			1,000	1,000
Preferred stock, Issued			1,000	1,000
Preferred stock, outstanding			1,000	1,000
Series B
Stockholders' Deficit
Preferred stock, authorized shares			100	100
Preferred stock, Issued			0	0
Preferred stock, outstanding			0	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Statements Of Operations
Revenues
Operating expenses:
General and administrative	$ 3,000	$ 2,029	$ 4,725	$ 16,808
Total operating expenses	3,000	2,029	4,725	16,808
Loss from operations	(3,000)	(2,029)	(4,725)	(16,808)
Interest expense	1,562	(1,563)	3,125	(3,126)
Amortization of debt discount	(950)	(950)	(1,900)	(1,023)
Loss before provision for income tax	$ (5,512)	$ (4,542)	$ (9,750)	$ (20,957)
Provision for income tax
Net income (loss)	$ (5,512)	$ (4,542)	$ (9,750)	$ (20,957)
Basic and diluted net loss per common share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.03)
Weighted average number of common shares outstanding	770,200	770,200	770,200	725,200

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net loss	$ (9,750)	$ (20,957)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of debt discount	1,900	$ 1,023
Expenses paid by contributed capital	2,000
Changes in operating assets and liabilities
Accounts payable and accrued expenses	5,760	$ 2,075
Net cash used in operating activities	$ (90)	(17,859)
Cash flows from financing activities:
Advances paid		(16,577)
Proceeds from issuance of convertible notes		33,617
Net cash provided by financing activities		17,040
Net change in cash	$ (90)	(819)
Cash, beginning of year	$ 90	2,918
Cash, end of year		$ 2,099
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
Non-cash transactions
Convertible note issued for payment of advance	$ 1,000
Contributed capital for expenses paid	$ 2,000

NATURE OF OPERATIONS AND SUMMAR

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Nature of Operations. Kalex Corp ("Kalex", or the "Company") was incorporated in the State of Delaware on March 27, 1984. The Company was initially organized under the name "Pennate Corp." On January 2, 1996, a Certificate of Amendment of Certificate of Incorporation was filed with the State of Delaware changing the Company's name to "Kalex Corp." During the past five years the Company was not actively engaged in any business. The Company's is currently seeking the acquisition of, or merger with, an existing operating business. Summary of Significant Accounting Policies. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. Cash and Cash Equivalents. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments The Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying value of prepaid expenses, accounts payable and accrued expenses, due to affiliates and advances payable approximate their fair value due to the short period to maturity of these instruments. Stock Based Compensation. The Company periodically issues shares of its common stock in exchange for, or in settlement of, services. The Company's management values the shares issued in such transactions at either the then market price of the Company's common stock, as determined by the Board of Directors and after taking into consideration factors such as volume of shares issued or trading restrictions, or the value of the services rendered, whichever is more readily determinable. Income Taxes. The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement amounts and their tax bases using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The components of the deferred tax assets and liabilities are classified as current and non-current depending on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. In addition, the Company's management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company's income tax returns to determine whether the income tax positions meet a "more likely than not" standard of required to be performed for all open tax years, as defined by the various statutes of limitations for federal and state purposes. Comprehensive Loss. The Company reports items of comprehensive income or loss with the same prominence as other financial statements. The Company had no other components of comprehensive loss other than net loss as reported on the statement of operations. Basic and Diluted Loss Per Share. Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Recent Accounting 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 flows.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
2. GOING CONCERN	As shown in the accompanying financial statements, the Company has incurred operating losses and has a working capital deficiency and accumulated deficit of $191,657 and $226,849 respectively, as of December 31, 2014. The Company is subject to those risks associated with blank check companies. The Company has sustained recurring losses and additional debt and equity financing will be required by the Company to find its acquisition activities and to support operations. However, there is no assurance that the Company will be able to obtain additional financing. Furthermore, there is no assurance that the Company will be able to identify and assimilate any target acquisition and that once an acquisition has been made, that profitable operations will be achieved. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
3. RELATED PARTY TRANSACTIONS	Due to Affiliates. Due to affiliates represents cash advances from various entities owned or affiliated with the Company used for working capital purposes. These advances bear no interest, are due on demand, and are to be repaid as cash becomes available. As of December 31, 2014 and June 30, 2014, the Company had amounts due to the following affiliates: Kumala,Inc. $ 13,000 Kuno Laren 8,000 Grant lnc. 10,000 Norman King 3,700 $ 34,700

ADVANCES PAYABLE

ADVANCES PAYABLE	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
4. ADVANCES PAYABLE	Periodically throughout the year, the Company also received cash advances for working capital purposes from various third parties. These advances bear no interest, are due on demand, and are to be repaid as cash becomes available. During the year ended June 30, 2014, $16,577 in advances was repaid. During the six months ended December 31, 2014, an advance in amount of $1,000 was converted to a promissory note. As of December 31, 2014 and June 30, 2014, the Company had outstanding advances in the amounts of $-0- and $1,000 respectively.

CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
5. 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 legal and professional services include 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 teleconferences with corporate officers and consultants. The representation also includes the preparation, drafting and filing of the Company's Annual, Periodic and other reports (such as Forms 10-Q, 10-K, 8-K, and Forms 3, 4 and 5) to be filed with the Securities and Exchange Commission, as well as the 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 was 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, subject to certain limitations and other conditions. Legal fees, in connection with the note, equates to $6,945 per month until fully utilized on June 30, 2013. The Company's management is currently negotiating an extension of this note. On September 23, 2013, the Company entered into a Convertible Promissory Note ("WBD Note") with WBD Holdings, LLC ("WBD") pursuant to which the Company received $5,000 as a loan from WBD. The WBD Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of WBD at $0.0005 per share. The WBD Note has a term of three years and accrues interest at 10.0% per year. Conversion rights have not been exercised by WBD from inception of the WBD Note through December 31, 2014. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $5,000. This value was recorded as a discount on debt and offset to additional paid in capital. On September 23, 2013, the Company entered into a Convertible Promissory Note ("First Silverman Note") with C. Silverman Family Property Trust ("Silverman FPT") pursuant to which the Company received $7,500 as a loan from Silverman FPT. The First Silverman Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of Silverman FPT at $0.0005 per share. The First Silverman Note has a term of three years and accrues interest at 10.0% per year. Conversion rights have not been exercised by Silverman FPT from inception of the agreement through December 31, 2014. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $7,500. On September 23, 2013, the Company entered into a second Convertible Promissory Note ("Second Silverman Note") with C. Silverman Family Property Trust ("Silverman FPT") pursuant to which the Company received $23,617 as a loan from Silverman FPT. The Second Silverman Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of Silverman FPT at $0.0005 per share. The Second Silverman Note has a term of three years and accrues interest at 10.0% per year. Conversion rights have not been exercised by Silverman FPT from inception of the agreement through December 31, 2014. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $23,617. This value was recorded as a discount on debt and offset to additional paid in capital. On July 23, 2014, the Company entered into a Convertible Promissory Note ("Aerial Note") with Aerial Holdings, Inc. ("Aerial") pursuant to which the Company converted an advance of $1,000 received from Aerial into a note. The Ariel Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of Aerial at $0.0005 per share. The Ariel Note has a term of three years and accrues interest at 10.0 % per year. Conversion rights have not been exercised by Aerial from inception of the agreement through December 31, 2014. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $1,000. This value was recorded as a discount on debt and offset to additional paid in capital. On October 14, 2014, Aerial Holdings provided an additional $2,000 to the Company under the Aerial Note. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $2,000. This value was recorded as a discount on debt and offset to additional paid in capital. The total amount due under the Aerial Note is $3,000 as of December 31, 2014. The discounts on debt are being amortized effective interest method over the terms of the convertible notes.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
6. STOCKHOLDERS' EQUITY	On November 30, 2010, the Board of Directors of the Company approved a Certificate of Amendment of Certificate of Incorporation to increase the authorized shares of common stock to 800,000,000 and to increase the authorized shares of preferred stock to 2,000. In addition, the Company decreased its par value of its Common and Preferred stock to $0.00001 per share, respectively. On March 15, 2011, the Board of Directors of the Company approved the designation and authorized the issuance of 1,000 shares of Series A preferred stock, $0.0001 par value. Per the Certificate of Designation, each Series A preferred share is convertible at any time into 200,000 shares of the Company's common stock. In case of any reorganization, consolidation, or merger in which the common stock holders become entitled to receive other stock, securities or property, the Company shall convert each holder's Series A preferred shares into the Company's common stock immediately prior to the closing of such reorganization consolidation, or merger of the Company. Those holders shall then receive the pro rate number of shares of stock or other securities or property as would entitle them. In the event of any liquidation, dissolution or winding up of the Company, the holders' of the Company's Series A preferred stock obtain a liquidation preference of the assets available for distribution on an as converted basis with other holders of the Company's common stock.

PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
7. PROVISION FOR INCOME TAXES	The Company is subject to taxation in various jurisdictions. The Company continues to remain subject to examination by U.S. taxing authorities for the fiscal years ended June 30, 2012 through June 30, 2014, and tax years 2011-2013. As of December 31, 2014 and June 30, 2014, the Company had accumulated operating losses of approximately $227,000 and $217,000, respectively, which can be used to offset future income taxes. The Company, however, has not filed its required tax returns for those years subject to examination. Therefore, utilization of its operating losses against future taxable income will not be available to the Company until the required returns are filed. Although, the Company does not anticipate owing any income taxes for the years ended June 30, 2013 and 2012, the Company's management is currently engaging a tax professional to file the returns as appropriate. Any interest and penalties, if any, are included in operating expenses in the accompanying statements of operations.

STOCK AGREEMENTS

STOCK AGREEMENTS	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
8. STOCK AGREEMENTS	On April 2, 2013, the Company entered into a Share Exchange Agreement ("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 and the shareholder owning all the issued and outstanding capital stock of AIFC. This agreement was terminated on August 7, 2013.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
9. SUBSEQUENT EVENTS	On April 9, 2015, the Company's sole board member, Arnold F. Sock, appointed J. Scott Tassan as the chief financial officer (principal financial and accounting officer) of the Company. Mr. Tassan's experience as the financial officer of several companies in the past led to the conclusion that he should serve as the chief financial officer of the Company in light of the Company's business and structure.

NATURE OF OPERATIONS AND SUMM15

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2014
Nature Of Operations And Summary Of Significant Accounting Policies Policies
Nature of Operations	Kalex Corp ("Kalex", or the "Company") was incorporated in the State of Delaware on March 27, 1984. The Company was initially organized under the name "Pennate Corp." On January 2, 1996, a Certificate of Amendment of Certificate of Incorporation was filed with the State of Delaware changing the Company's name to "Kalex Corp." During the past five years the Company was not actively engaged in any business. The Company's is currently seeking the acquisition of, or merger with, an existing operating business.
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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.
Cash and Cash Equivalents	For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments	The Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying value of prepaid expenses, accounts payable and accrued expenses, due to affiliates and advances payable approximate their fair value due to the short period to maturity of these instruments.
Stock Based Compensation	The Company periodically issues shares of its common stock in exchange for, or in settlement of, services. The Company's management values the shares issued in such transactions at either the then market price of the Company's common stock, as determined by the Board of Directors and after taking into consideration factors such as volume of shares issued or trading restrictions, or the value of the services rendered, whichever is more readily determinable.
Income Taxes	The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement amounts and their tax bases using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The components of the deferred tax assets and liabilities are classified as current and non-current depending on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. In addition, the Company's management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company's income tax returns to determine whether the income tax positions meet a "more likely than not" standard of required to be performed for all open tax years, as defined by the various statutes of limitations for federal and state purposes.
Comprehensive Loss	The Company reports items of comprehensive income or loss with the same prominence as other financial statements. The Company had no other components of comprehensive loss other than net loss as reported on the statement of operations.
Basic and Diluted Loss Per Share	Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
Recent Accounting 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 flows.

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Table)	6 Months Ended
	Dec. 31, 2014
Related Party Transactions Table
RELATED PARTY TRANSACTIONS	Kumala,Inc. $ 13,000 Kuno Laren 8,000 Grant lnc. 10,000 Norman King 3,700 $ 34,700

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2014	Jun. 30, 2014
Going Concern Details Narrative
Accumulated deficit	$ (226,849)	$ (216,984)
Working capital deficiency	$ (191,657)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2014	Jun. 30, 2014
Due to Affiliates Amounts	$ 34,700	$ 34,700
Kumala,Inc.
Due to Affiliates Amounts	13,000	13,000
Kuno Laren
Due to Affiliates Amounts	8,000	8,000
Grant lnc.
Due to Affiliates Amounts	10,000	10,000
Norman King
Due to Affiliates Amounts	$ 3,700	$ 3,700

ADVANCES PAYABLE (Details Narra

ADVANCES PAYABLE (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Jun. 30, 2014
Advances Payable Details Narrative
Advances payable			$ 1,000
Convertible note issued for payment of advance	$ 1,000

CONVERTIBLE PROMISSORY NOTE (De

CONVERTIBLE PROMISSORY NOTE (Details Narrative)	Dec. 31, 2014USD ($)
Convertible Promissory Note Details Narrative
Convertible Promissory Notes Amount due	$ 3,000

PROVISION FOR INCOME TAXES (Det

PROVISION FOR INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2014	Jun. 30, 2014
Provision For Income Taxes Details Narrative
Accumulated operating losses	$ 227,000	$ 217,000