UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 For the Fiscal Year Ended September 30, 2005
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 (I.R.S. Employer incorporation or organization) 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)
(former name or former address, if changed since last report) |
Securities registered pursuant to Section 12(g) of the Exchange Act:
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 [X]
No [ ]
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/A or any amendment to this Form 10-K/A. [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
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, 2005 was $4,916,369, based on the last sale price of $0.05 as reported on the bulletin board.
The Registrant had 118,060,668 shares of common stock, $0.01 par value, outstanding as of June 1, 2006.
EXPLANATORY NOTE:
This amendment to the Company’s Form 10-K originally filed on December 29, 2005 for the year ended September 30, 2005 corrects certain disclosure with respect to the valuation methodology applied to portfolio investments, adds clarification to the Schedule of Investments, and adds Risk Factors.
CLX Investment Company, Inc.
TABLE OF CONTENTS
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PART I | |
ITEM 1 BUSINESS | 3 |
ITEM 2. PROPERTIES | 5 |
ITEM 3. LEGAL PROCEEDINGS | 6 |
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 6 |
PART II | |
ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 6 |
ITEM 6. SELECTED FINANCIAL DATA | 7 |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 7 |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | 8 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 9 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 9 |
ITEM 9A. CONTROLS AND PROCEDURES | 10 |
ITEM 9B. OTHER INFORMATION | 10 |
PART III | |
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT | 10 |
ITEM 11. EXECUTIVE COMPENSATION | 11 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 13 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 13 |
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES | 14 |
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE | 14 |
SIGNATURES | 15 |
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PART I
ITEM 1.
DESCRIPTION OF BUSINESS
CLX Investment Comp.
CLX Investment Company, Inc. (“the Company” or “CLXN”) is an investment company reporting under the Investment Company Act of 1940 as a“Business Development Company.” The Company was incorporated on December 12, 1977 under the laws of the State of Colorado as Calvin Exploration Company, Inc. The Company was organized to engage in on-shore oil and gas exploration, development and production in the continental United States.
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 shareholders returned 1,433,552 shares in exchange for 100% interest in CLX Oil & Gas, LLC. 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. The sale of the subsidiary has been accounted for as an asset sale transaction and all gas and oil operations are reported as discontinued operations on the financial records.
On September 13, 2004, the Company filed with the Securities and Exchange Commission to become a Business Development Corporation as defined under the Investment Act of 1940. Additionally, on September 13, 2004, the Company filed an offering circular with the SEC for up to $5,000,000 of common stock under Regulation E of the Investment Act to raise capital and to make investments in eligible emerging or early-stage companies in various fields of business by arranging for and contributing capital and providing management assistance. In anticipation of the election to become a BDC, the Company changed its name to CLX Investment Company, Inc. on September 1, 2004 to properly reflect the nature of its business.
Investment Strategy
CLX Investments Company, Inc. intends to make strategic investments in developing companies with perceived growth potential. The Investment Committee has adopted a charter wherein this objective will be weighed against other criteria including strategic fit, investment amount, management ability, etc. In principle, the Company prefers 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 managerial 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.
Portfolio Investments
The Company
The Company presently has three portfolio investments: eStrategy Solutions, Inc., ActionView International, Inc, and Zonda, Inc.
eStrategy Solutions, Inc.
eStrategy Solutions, Inc. is a Texas corporation specializing in the development, and marketing of e-learning software solutions. The Company owns 49% of the common stock of eStrategy Solutions, Inc., which it acquired in exchange for cash and an open line of credit. eStrategy Solutions already has training software in place but is projecting a late January completion date for its expanded content delivery platform, which is expected to significantly increase the user capacity of its training programs. The implementation of this new platform is expected to allow the company to expand its customer base and grow revenues unfettered by current system limitations.
The Texas Department of Information Resources has recently renewed its contract to engage the services of eStrategy Solutions. Under the terms of the contract, eStrategy Solutions can be retained by agencies to serve as the provider for agency defined training courses via web-based training. The contract includes development costs, notification to participants, delivery, testing, and management reporting, encompassing all state agencies, all institutions of higher learning, all independent school districts, counties and municipalities. To date, there have been several thousand deliveries covering over 20 courses. In addition to delivery, eStrategy Solutions provides completion documentation and management reports.
In the State of Texas, eStrategy Solutions has focused its business strategy on a large market niche that has a clear need for low-cost, highly effective e-learning programs. eStrategy Solutions has proven a new unique sales and pricing model that targets a defined
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portion of overlooked clients. By focusing on thousands of licensing regulatory agencies and certificate granting organizations, eStrategy Solutions offers enterprise level software features at low cost, and eStrategy Solutions further creates a cost-recovery method which produces funds needed to deploy a robust e-learning system. An example of this cost-recovery method is at work with the Texas Board of Chiropractic Examiners (CE). This agency chose eStrategy Solutions to host the learning system at no cost and convert the mandatory CE course into an attractive web based delivery to thousands of chiropractic professionals. The convenience of online secure payment and 24-hour access to courses are a source of savings for the user and eStrategy splits the revenue with the agency.
eStrategy Solution’s market is not just limited to Texas. The model that has been developed in Texas is applicable to all other states as well. The market potential for e-learning is in the billions of dollars and eStrategy Solutions is expected to grow and capture a significant percentage of its specific market segment.
ActionView International, Inc.
On July 15, 2005, the Company entered into a financing agreement with ActionView International, Inc. (“AVWI”) wherein the Company will provide a line of credit to AVWI in the amount of $350,000. The line of credit accrues interest at 8% per annum and is to be repaid in an amount equal to the greater of 25% of net monthly income (EBIT) or $25,000 per month commencing on the earlier of nine months from the date of the final draw down, or the month following the third consecutive month in which AVWI generates net income (EBIT) of at least $50,000. In consideration AVWI shall issue CLXN a total of 2,000,000 shares of AVWI restricted common stock, the shares will be issued in proportion with the line of credit being drawn upon.
AVWI custom-designs, develops and manufactures “smart” scrolling advertising billboards. AVWI attempts to place its signs into high traffic locations and then markets advertising space on the signs. Advertising revenues generated from the billboards will be shared with advertising agencies, the local business partner and the location owner. The benefit to advertisers is big, bold exposure at top tier locations at very reasonable costs. AVWI’s plan for proceeds is manufacturing the remaining billboards at the Guangzhous airport just outside of Hong Kong and general working capital purposes. With all 150 airport signs in place, advertising revenue is expected to be $3.9mm for the calendar year 2006.
Zonda, Inc.
On August 30, 2005, the Company entered into a financing agreement with Zonda, Inc. (“Zonda”) wherein the Company will provide a line of credit to Zonda in the amount of $500,000. The line of credit accrues interest at 8% per annum, in consideration for the line of credit Zonda shall issue an equity position of 20% to the Company.
Zonda, Inc. is a privately held company that specializes in test products that serve the medical diagnostic (IVD), food safety, and sanitation testing markets. Zonda is currently expanding the distribution of its product lines into broader markets around the world. The first product that has been targeted for accelerated marketing and distribution efforts is an innovative, rapid, self-contained diagnostic device for the detection of Chlamydia. The device, which is marketed under the HandiLab name, is superior to its competition due to its comparable accuracy, ease of use, compact design, long shelf life, rapid results and cost effectiveness.
Employees
CLX Investment Company, Inc. currently has one employee Robert McCoy, the Company’s Interim Chief Executive and Chief Compliance Officer. Tammy Dunn, the Company’s former Chief Executive Officer and President entered into an employment contract with the Company effective July 1, 2005. The terms of the agreement provide for an annual salary of $60,000 and the agreement is effective through July 2006. The Board determined not to renew Ms. Dunn’s contract and relieved her of her responsibilities as CEO and President on May 1, 2006, though she will be paid through the end of the contract period. Mr. McCoy, Chairman of the Board, was voted interim Chief Executive Officer and Chief Compliance Officer during the Company’s search for a new Chief Executive. The Company is actively engaged in filling the officer positions with permanent employees and expects to have new personnel in place by December 31, 2006. Mr. McCoy does not have an employment agreement. Each of the Company’s Directors has a Director Agreement that outlines the scope of director services to be provided and the monthly remuneration. The need for employees and their availability will be addressed in connection with a decision concerning whether or not to acquire or participate in a specific business venture.
Compliance with the Sarbanes-Oxley Act of 2002
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly held companies and their insiders. Many of these requirements will affect us. For example:
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Our chief executive officer and chief financial officer must now certify the accuracy of the financial statements contained inour periodic reports;
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Our periodic reports must disclose our conclusions about the effectiveness of our controls and procedures;
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Our periodic reports must disclose whether there were significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses; and
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We may not make any loan to any director or executive officer and we may not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.
Code Of Ethics, Audit Committee Charter And Investment Committee Charter
The Board of Directors of the Company adopted a Code of Ethics, an Audit Committee Charter and an Investment Committee Charter.
The Code of Ethics in general prohibits any officer, director or advisory person (collectively, "Access Person") of the Company from acquiring any interest in any security which the Company (i) is considering a purchase or sale thereof, (ii) is being purchased or sold by the Company, or (iii) is being sold short by the Company. The Access Person is required to advise the Company in writing of his or her acquisition or sale of any such security.
The primary responsibility of the Audit Committee is to oversee the Company's financial reporting process on behalf of the Company's Board of Directors and report the result of its activities to the Board. Such responsibilities shall include but not be limited to the selection, and if necessary the replacement of, the Company's independent auditors; the review and discussion with such independent auditors and the Company's internal audit department (i) the overall scope and plans for the audit, (ii) the adequacy and effectiveness of the accounting and financial controls, including the Company's system to monitor and manage business risks, and legal and ethical programs, and (iii) the results of the annual audit, including the financial statements to be included in the Company's annual report on Form 10-K.
The Investment Committee shall have oversight responsibility with respect to reviewing and overseeing the Company's contemplated investments and portfolio companies on behalf of the Board and shall report the results of their activities to the Board. Such Investment Committee shall (i) have the ultimate authority for and responsibility to evaluate and recommend investments, and (ii) review and discuss with management (a) the performance of portfolio companies, (b) the diversity and risk of the Company's investment portfolio, and, where appropriate, make recommendations respecting the role or addition of portfolio investments and (c) all solicited and unsolicited offers to purchase portfolio companies.
ITEM 2.
DESCRIPTION OF PROPERTY
The Company does not own any real estate or other physical properties materially important to our operation. Our offices are located at 43180 Business Park Drive, Suite 202, Temecula, CA 92590, where the Company occupies office space of approximately 2,337 square feet pursuant to its Management Agreement with Javelin Advisory Group. Management believes these office facilities are suitable and adequate for our present business needs.
ITEM 3.
LEGAL PROCEEDINGS
The Company is neither currently subject to any legal proceedings nor, to our knowledge, is any material legal action threatened against us.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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 from September 2003 to
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September 30, 2005, 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.
| | | | | | |
Quarter Ending | | Quarterly High | | Quarterly Low | | Quarterly Close |
9/30/2003 | | 0.25 | | 0.10 | | 0.25 |
12/31/2003 | | 0.25 | | 0.21 | | 0.21 |
3/31/2004 | | 0.35 | | 0.21 | | 0.25 |
6/30/2004 | | 0.35 | | 0.21 | | 0.21 |
9/30/2004 | | 0.21 | | 0.18 | | 0.18 |
12/31/2004 | | 0.35 | | 0.01 | | 0.06 |
3/31/2005 | | 0.06 | | 0.01 | | 0.03 |
6/30/2005 | | 0.03 | | 0.01 | | 0.03 |
9/30/2005 | | 0.08 | | 0.01 | | 0.05 |
Holders of record
As of September 30, 2005 there were approximately 751 shareholders of the Company’s common stock.
Dividends
During the quarter ended September 30, 2005, the Company declared a stock dividend wherein it agreed to pay one share of restricted common stock for each three share of common stock held on September 30, 2005. The stock dividend resulted in the issuance of 13,497,567 shares of restricted common stock. The payment of the stock dividend was treated as a stock split for accounting purposes, the result of which is that the shares issued have been shown as outstanding for all periods presented in the accompanying financial statements.
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. No commissions were paid in connection with the transactions described below unless specifically noted.
During the year ended September 30, 2005, the Company issued a total of 51,831,454 shares of common stock for cash of $312,100 and the extinguishment of debentures totaling $506,888. The common stock was issued under an exemption from registration pursuant to Regulation E. The shares sold pursuant to the Company’s offering circular under Regulation E were sold by the Company’s officers without the assistance of any broker dealers. No advertising or general solicitation was employed in offering these shares. Each purchaser received a copy of the Company’s offering circular.
On February 1, 2005 the Company issued 4,000,712 shares of restricted common stock for $15,000. At the time of the sale, this price represented a 50% discount from the closing bid price. Of the shares sold, 2,667,141 shares were sold to unaffiliated third parties and 1,333,571 shares were sold to the Company’s then Chief Executive Officer on terms equivalent as those offered to the third parties.
As of September 30, 2005 CLX Investment Company, Inc had 53,428,584 shares of common stock outstanding, which included 13,497,567 shares of restricted common that were issued in regard to the stock dividend hereinabove described.
ITEM 6.
SELECTED FINANCIAL DATA
| | | | | |
Financial Position as of September 30: |
| 2005 | 2004 | 2003 | 2002 | 2001 |
Total asset | $ 586,012 | $ 130,000 | $ 386,048 | $ 766,703 | $ 1,803,689 |
Total liabilities | $ 491,698 | $ 152,500 | $ 420,875 | $ 489,793 | $ 939,924 |
Net assets | $ 94,314 | $ (22,500) | $ (34,827) | $ 276,910 | $ 863,765 |
Net asset value per outstanding share | $ 0.002 | $ 0.019 | $ (0.013) | $ 0.105 | $ 0.341 |
Shares outstanding, end of fiscal year | 53,428,582 | 1,197,634 | 2,631,936 | 2,631,936 | 2,531,936 |
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| | | | | |
Operating Data for year ended September 30(1): |
| 2005 | 2004 | 2003 | 2002 | 2001 |
Total investment income | $ 7,502 | $ 22,500 | - | - | - |
Total expenses | $ 1,050,826 | $ 24,116 | - | | - |
Net operating (loss) income | $ (985,674) | - | $ 60,341 | $ (368,855) | $ 4,540 |
Total tax expense (benefit) | - | - | - | - | - |
Stock Dividends | $ (668,214) | - | - | - | - |
(1) The Company began operating as a Business Development Company on September 13, 2004, all prior period figures are based on prior operations.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-K/A.
OVERVIEW
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 that is not publicly traded or has assets of less than $4 million.
In September 2004, management recognized a deficiency in liquidity. Such deficiency has been noted in the notes to the financial statements and the audit opinion of the Form 10-K for the period ending September 30, 2004 filed with the Securities Exchange Commission on January 14, 2005. To remedy this situation, the Board of Directors authorized management to file Form 1-E with the Commission notifying it of the Company’s intent to sell up to $5 million of the Company’s common stock under a Regulation E exemption.
CLX Investment Company, Inc. presently has three portfolio investments: eStrategy Solutions, Inc, ActionView International, Inc. and Zonda, Inc. Management anticipates making additional portfolio investments as opportunities present themselves in the coming year.
It should be noted the Company’s auditors HJ associates & Consultants, LL.P. have expressed in their audit opinion letter there is substantial doubt about the Company’s ability to continue as a going concern.
Managerial Assistance
As a business development company we will offer and provide upon request managerial assistance to certain of our portfolio companies. As defined under the 1940 Act, managerial assistance means providing “significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company.”
Management Agreement
On September 13, 2004, the Company entered into a management agreement with Javelin Advisory Group, Inc., to furnish the Company with office facilities and equipment, and clerical and record keeping services at such facilities. Javelin Advisory Group, Inc. will perform or oversee the performance of the Company’s required administrative services. These services will eliminate virtually all overhead costs and free up present staff to concentrate on revenue generating activities.
RESULT OF OPERATIONS
Operating Expenses
For the year ended September 30, 2005 the Company had a net loss of $985,674 compared to a net loss of $24,116 for the year ended September 30, 2004. The net loss for 2005 included general and administrative expenses of $20,039, management service fees of
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$139,920, and interest expense of $729,176 associated with the beneficial conversion feature of convertible debentures issued during the year. During the year ended September 30, 2004, operating expenses were primarily offset by revenues from oil and gas operations which were discontinued during 2005.
Liquidity and Capital Resources
The Company’s financial statements present an impairment in terms of liquidity. As of September 30, 2005 the Company had $491,698 in current liabilities that exceeded current assets by $305,849. The Company has accumulated $1,673,372 of net operating losses through September 30, 2005 which may be used to reduce taxes in future years through 2025. 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. The Company has not yet established revenues to cover its operating costs. Subsequent to September 30, 2005, the Company restructured $425,888 in convertible debentures by issuing 22,048,800 shares of common stock and a non-convertible promissory note for $200,000 which is due December 19, 2007.
As a business development company, the Company can generate revenues from several sources: management fees assessed on portfolio companies, interest payments received on loans and credit lines extended, and proceeds from the sale of its portfolio investments. While Generally Accepted Accounting Practices require that investment companies such as CLX record the value of their portfolio assets at fair market value, this accounting treatment can result in “unrealized” gains or losses, which, while increasing or decreasing net income, does not have an impact on cash flow. Gains or losses are only recognized when the asset is eventually sold. The Company’s equity investments are generally long-term in nature. As a result, until the first investments are ready to be liquidated, the Company may experience operating cash shortfalls.
On September 13, 2004, the Company filed a notification with the Securities and Exchange Commission of its intent to raise capital through the issuance of securities exempt from registration under Regulation E of the Securities Act of 1933. This exemption allows the Company to sell up to $5,000,000 of securities exempt from registration. There is no assurance that the Company will be able to raise any additional funds through the sale of common stock or that any funds made available will be adequate for the Company to continue as a going concern. Further, if the Company is not able to generate positive cash flow from operations, or is unable to secure adequate funding under acceptable terms, there is substantial doubt that the company can continue as a going concern.
ITEM 7A. QUAANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
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 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.
We Have Historically Lost Money and Losses May Continue in the Future
We have historically lost money. The loss for the 2005 fiscal year was $985,674 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.
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
Our September 30, 2005 financial statements include 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.
There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock
To date, there has been only a limited public market for our common stock. Our common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is
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subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:
- the bid and offer price quotes in and for the "penny stock," and the number of shares to which the quoted prices apply,
- the brokerage firm's compensation for the trade, and
- the compensation received by the brokerage firm's sales person for the trade.
In addition, the brokerage firm must send the investor:
- a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account, and
- a written statement of the investor's financial situation and investment goals.
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.
Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.
There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.
We Could Fail to Retain or Attract Key Personnel
Our future success depends in significant part on the continued services of Robert McCoy, our Chief Executive and Chief Compliance Officer. We cannot assure you 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. Coy.
We Failed to Maintain a Board of Directors That Was Independent as Required by the Investment Company Act of 1940, Which Could Create Additional Liability With Shareholders
Shortly after electing to become a Business Development Company, one of our independent directors resigned, leaving the Company out of compliance with the Investment Company Act of 1940, which requires that the Board be comprised of majority independent directors. This non-compliance was remedied within 30 days; however, for a brief period, we were in Violation of Section 56 of the Act. No stock was sold to the public during this time and we had not yet made any investments. Subsequent to remedying this initial non-compliance, we have continuously maintained a Board of Directors a majority of who were independent. Until Mr. McCoy’s appointment as Interim Chief Executive Officer, all three of our directors were independent. However, during our period of non-compliance, our shareholders were denied the protection afforded by Section 56 of the Act. As a result, there could be some liability if it were determined that shareholders inter ests were not met during this period.
We Recently Changed Our Investment Strategy, Which Could Increase the Risk In Our Investment Portfolio and Open Us Up to Shareholder Liability
Our initial investment strategy indicated that we would seek for investment in “cash flow positive” companies; however our strategy was recently changed to eliminate “cash flow positive” as significant investment criteria. Investing in non-cash flow positive
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companies entails significantly greater risk than investing in cash flow positive companies; however, the Company’s Board of Directors determined that the higher risk was merited to achieve greater returns to find the type of portfolio companies that would otherwise meet our investment criteria. Prior to changing our investment strategy, we raised approximately $500,000 using an Offering Circular that stated the previous strategy. Purchasers of those securities may be opposed to the change in investment strategy and could seek action against the Company since the risk level of their investment has changed.
Colorado Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable
Provisions of Colorado 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.
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 meet, neither are we limited to 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 Portfolio of Investments is Non-Diversified
The Company is a non-diversified company. As a result, a change in the value, or the failure of and ability to continue as a going concern of selecting our investments, a change in the value or the failure of our portfolio investments would have a significant negative impact on the Company’s assets and ability to continue as a going concern. At present, our portfolio investments consist of three investments, ActionView International, Inc, eStrategy Solutions, Inc. and Zonda, Inc.
We May Not Have Adequate Capital to Fully Comply With Our Regulatory Requirements
There are numerous costs associated with complying with the Investment Company Act of 1940. Chief among these is the cost associated with maintaining a fidelity bond, holding annual shareholder meeting, conducting quarterly financial reviews and annual audits, and employing a chief compliance officer. As a new company, we do not have a history of generating income from investments. As a result, we may not have adequate capital to ensure compliance with all aspects of the 1940 Act. Non-compliance with the 1940 Act could have a material detrimental affect on our business that could include our ability to continue as a going concern.
Our Expenses Exceed Investment Income
Our operating expenses have exceeded investment income, which could affect our ability to continue as a going concern. To date we have reported minimal returns from our investments. We have funded our investments from raising capital, which causes additional dilution to shareholders.
Our Investments May Not Generate Sufficient Income to Cover Our Operations
We intend to make investments in 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 8.
FINANCIAL STATEMENTS
See the financial statements annexed to this report.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
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/A, our principal executive officer and principal financial officer have concluded 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 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.
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ITEM 9B.
OTHER INFORMATION
Not applicable.
PART III.
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company as of September 30, 2005 are as follows:
| | | |
| Name | Age | Position |
| Tammy Dunn(1) | 40 | Chief Executive Officer, Chief Compliance Officer and President |
| Kenneth C. Wiedrich | 59 | Chief Financial Officer and Secretary |
| James Bickel | 65 | Director |
| Robert McCoy (1) | 57 | Chairman of the Board of Directors |
| Arthur Stone | 55 | Director |
(1)
On May 1, 2006, the Board of Directors voted not to renew Ms. Dunn’s employment contract that expires July 1, 2006. In connection therewith, Ms. Dunn was relieved of her responsibilities as an officer of the Company. The Board voted to appoint Mr. Robert McCoy, Chairman of the Board, to serve as Interim Chief Executive and Chief Compliance Officer while a search for a suitable replacement is undertaken.
The business experience of each of the persons listed above is as follows:
Tammy Dunn, Chief Executive Officer, Chief Compliance Officer and President -Ms. Dunn has over 17 years of extensive experience serving in both public and private companies, acquisitions and development, mergers, private placements and in working with current and conversion companies to a Business Development Company under the Investment Act of 1940. Ms Dunn attended Mid-South Christian College in Senatobia, MS where she studied theology. From 1985 to 1986 she attended Louisiana State University and studied marketing. From 1986 to 1988 she lived in Tokyo, Japan and attending the Intercultural Institute of Japan for two years where she attained a certificate degree in language and holds a conversational command of the Japanese language. Before joining CLX in 2005, Ms. Dunn worked as senior vice-president of iNet4Cars.com from 2003 to 2005 and as Vice-President of Operations at Compu ter Discount Center from 2000 to 2003.
Ken Wiedrich, CFO and Secretary - Mr. Wiedrich has over 38 years of experience in operational accounting and finance functions in a variety of businesses within the service, construction and manufacturing industries. Mr. Wiedrich has experience with government cost accounting methods and all related government acquisition regulations. In his capacity as the Chief Financial Officer for RI-Tech, Inc. from 1989 to 1998, he was responsible for the day to day administrative functions of the company, as well as all accounting and financial aspects of the business. From 1998 to 2003 Mr. Wiedrich was an independent insurance inspector providing personal lines loss-control inspections including replacement cost analysis for Inspection service companies. From 2003 to 2006, Mr. Wiedrich has served as Controller for Javelin Advisory Group, Inc., where he now serves as President. Mr. Wiedrich is also currently the Chief Finan cial Officer and Secretary of GTREX Capital, Inc., and the Chief Financial Officer and Secretary of S3 Investment Company, Inc.
James Bickel, Director- Mr. Bickel has over 40 years of experience in sales and senior management positions with manufacturing-based companies: Allison Spring and Manufacturing (1968-1973), Bicor Machinery and Manufacturing (1974-1979),
11
and Keel Corporation (1980-1986), all California based manufacturing companies of high-tech metal parts and assemblies. From 1986 to 2002 Mr. Bickel served as vice president of Uniglobe USA and president of Uniglobe Midpacific and assisted in building a national travel franchise system with over 900 locations. He later built a golf retail franchise system. Since 2002 Mr. Bickel has acted as vice president and secretary of the World Health and Education Foundation and as vice chairman of MedChannel LLC, a medical device company serving radiology and surgical markets. Since 2005, Mr. Bickel has served as the Chief Executive Officer of S3 Investment Company, Inc., a publicly-traded holding company with businesses in China. He is also on the Board of Directors of GTREX Capital, Inc., a business development company located in Temecula, California.
Robert McCoy, Chairman of the Board of Directors – Mr. McCoy is an experienced senior executive. As president of Marquis Elevator, Inc. from 1975 to 1990, he built and 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, NV from 1990 to 1996. From 1996 until 2004, Mr. McCoy 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. In addition to his work for CLX, Mr. McCoy is on the Board of Directors of GRTEX Capital, Inc. and Franchise Capital Corporation, Inc. 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 currently the President and Chief Executive Officer of Stone Technologies Corporation in Austin, TX, 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, 2005 the Board of Directors met informally on four occasions, all actions were taken by resolution of unanimous consent in lieu of board meetings.
Compensation Of Directors
Our independent directors are 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 11.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table contains compensation data for our named executive officers for the fiscal years ended September 30, 2005, 2004 and 2003.
12
| | | | | | | |
Summary Compensation Table |
|
| Annual Compensation | Long Term Compensation |
| | | | | Awards | | |
Name and Principal Position
|
Year
|
Salary
|
Bonus
| Other Annual Compensation | Restricted Stock Award(s) | Securities Underlying Options | All Other Compensation
|
E.J. Henderson(1) | 2003 | $48,000 | $-0- | $-0- | -- | -- | -- |
President, Chief Executive Officer and Chief Financial Officer | 2004 | $-0- | $-0- | $-0- | -- | -- | -- |
| | | | | | | |
Shane H. Traveller(2) | 2004 | $-0- | $-0- | $-0- | -- | -- | -- |
Chief Executive Officer | 2005 | $-0- | $-0- | $-0- | -- | -- | -- |
| | | | | | | |
Steven Peacock(3) | 2004 | $-0- | $-0- | $-0- | -- | -- | -- |
Secretary | 2005 | $-0- | $-0- | $-0- | -- | -- | -- |
| | | | | | | |
Tammy Dunn(4) President and Chief Executive and Compliance Officer | 2005 | $60,000 | $-0- | $-0- | -- | -- | -- |
| | | | | | | |
Kenneth Wiedrich(5) | 2005 | $-0- | $-0- | $-0- | -- | -- | -- |
Secretary and Chief Financial Officer | | | | | | | |
(1) Mr. E.J. Henderson served as Chief Executive Officer from inception to May 2004.
(2) Mr. Traveller served as Chief Executive Officer from May 2004 to July 2005.
(3) Mr. Peacock served as Secretary from May 2004 to July 2005.
(4) Ms. Dunn was named President and Chief Executive Officer in July 2005.
(5) Mr. Wiedrich was named Secretary in March 2005 and Chief Financial Officer in July 2005.
Employment Contract
Tammy Dunn, the Company’s Chief Executive Officer and President entered into an employment contract with the Company effective July 1, 2005. The terms of the agreement provide for an annual salary of $60,000 and the agreement is effective through July 2006. On May 1, 2006, the Board of Directors voted not to renew or extend Ms. Dunn’s employment contract. Though she will remain employed by the Company through July 1, 2006, Ms. Dunn was relieved of all executive responsibilities.
Indemnification
As permitted by the provisions of the General Corporation Law of the State of Colorado, the Company has the power to indemnify any officer or director who was or is a party to or threatens to become 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 officer or director of the corporation 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 CLX Investment Company's executive officers, directors, and persons who own more than ten percent (10%) of a registered class of CLX Investment Company's equity securities to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange Commission (the "SEC"). Such
13
officers, directors and ten percent (10%) shareholders are also required by the SEC rules to furnish CLX Investment Company with copies of all Section 16(a) forms they file.
Based solely on review of copies of such forms received by the Company, or written representations from certain reporting persons that no Forms 5 were required for such persons, CLX Investment Company believes its executive officers, directors and ten percent (10%) shareholders complied with all Section 16(a) filing requirements applicable to them through the fiscal year ended September 30, 2005.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTER
The following table sets forth information, to the best knowledge of the Company, as of December 21, 2005 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) | Number of SharesBeneficially Owned |
Class | Percentage of Class(2) |
Tammy Dunn CEO and Chairman | 510,500 -0- | Common Series B Preferred | * * |
Kenneth Wiedrich CFO and Secretary | -0- -0- | Common Series B Preferred | * * |
Robert McCoy Director | 250,000 -0- | Common Series B Preferred | * * |
James Bickel Director | 250,000 -0- | Common Series B Preferred | * * |
Arthur Stone Director | 250,000 -0- | Common Series B Preferred | * * |
All directors and executive officers (5persons) | 1,260,500 -0- | Common Series B Preferred | 2% * |
*Denotes less than 1% |
(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 54,700,923 shares of common stock.
ITEM 13.
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.
ITEM 14.
PRINCIPAL ACCOUNTANTS 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 2005 and reviews of the financial statements included in the Company's Forms 10-K for fiscal 2004 were approximately$22,163 and $4,500, respectively.
Audit Related Fees
None
14
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 2005 and 2004 were $0 and $0, respectively.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(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-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K/A has been identified.
| | |
Exhibit No. | Description | Location |
3.1 | Articles of Incorporation | ** |
3.2 | Bylaws | ** |
3.3 | Amendment to Articles of Incorporation dated December 16, 1977 | ** |
3.4 | Amendment to Articles of Incorporation dated June 4, 1991 | ** |
3.5 | Amendment to Articles of Incorporation dated June 4, 1991 | ** |
3.6 | Amendment to Articles of Incorporation dated March 26, 1993 | ** |
3.7 | Amendment to Articles of Incorporation dated August 30, 2004 | ** |
14 | Code of Ethics adopted December 7, 2004 | * |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ** |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ** |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** |
99(i) | Audit Committee Charter adopted December 7, 2004 | * |
99.2(ii) | Investment Committee Charter adopted December 7, 2004 | * |
* Incorporated by reference from CLX Investment Company’s Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2005 filed on December 29, 2005.
** Filed herewith.
15
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.
CLX INVESTMENT COMPANY, INC.
|
By:/s/ Robert McCoy Robert McCoy Interim Chief Executive Officer |
Dated: August 24, 2006
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/Robert McCoy | | |
Robert McCoy | Chairman of the Board of Directors | August 24, 2006 |
| | |
/s/James Bickel | | |
James Bickel | Director | August 24, 2006 |
| | |
/s/ Arthur Stone | | |
Arthur Stone | Director | August 24, 2006 |
| | |
16
EXHIBIT 31.1
SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Robert McCoy, certify that:
(1) I have reviewed this annual report on Form 10-K/A of CLX Investment Company, Inc.;
(2) Based on my knowledge, this 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 report;
(3) Based on my knowledge, the financial statements, and other financial information included in this 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 report;
(4) The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| |
Date: August 24, 2006 | By: /s/Robert McCoy |
| Robert McCoy, Interim Chief Executive Officer |
EXHIBIT 31.2
SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kenneth Wiedrich, certify that:
(1) I have reviewed this annual report on Form 10-K/A of CLX Investment Company;
(2) Based on my knowledge, this 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 report;
(3) Based on my knowledge, the financial statements, and other financial information included in this 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 report;
(4) The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| |
Date: August 24, 2006 | By: /s/Kenneth Weidrich |
| Kenneth Weidrich, Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CLX Investment Company, Inc. (the “Company”) on Form 10-K/A for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert McCoy, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
/s/Robert McCoy
Robert McCoy
Interim Chief Executive Officer
August 24, 2006
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CLX Investment Company, Inc. (the “Company”) on Form 10-K/A for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth Weidrich, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
/s/Kenneth Weidrich
Kenneth Weidrich
Chief Financial Officer
August 24, 2006
CLX Investment Company, Inc.
We have audited the accompanying balance sheets of CLX Investment Company, Inc. (the Company) as of September 30, 2005 and 2004 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended September 30, 2005, and 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.
As discussed more fully in Note 2 to the financial statements, investments and advances amounting to $400,163 (68% of net assets) at September 30, 2005 have been valued at fair value as determined by the Board of Directors. We have reviewed the procedures applied by the directors in valuing such securities and have inspected underlying documentation; while in the circumstances the procedures appear to be reasonable and the documentation appropriate, determination of fair values involves subjective judgment which is not susceptible to substantiation by auditing procedures.
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, 2005 and 2004 and the results of its operations and its cash flows for the years ended September 30, 2005 and 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 7 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 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.