CLX Medical (CLXN) 10-Q/A 2006 Q2 Quarterly report (amended)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2006	Commission File Number 0-9392
CLX INVESTMENT COMPANY, INC. (Exact Name of Registrant as Specified in Its Charter)

Colorado	84-0749623
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
43180 Business Park Drive #202, Temecula, CA	92590
(Address of principal executive offices)	(Zip Code)
(951) 587-9100 Issuer's telephone number, including area code N/A (Registrant's Former Name and Address)

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[  ]

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the last practicable date.

Class	Outstanding at October 1, 2006
Common Stock, $0.01 par value	118,060,668 shares

Explanatory Note:

The purpose of this amendment is to amend the number of shares outstanding as of October 1, 2006 on page 1

and Part I, Item 1 - Financial Statements for the restatement of the correct number of shares outstanding as of

June 30, 2006 on the Company's balance sheet. In addition, adjustments have been made to reflect the application

of EITF 0019 accounting for derivative financial instruments and the Schedule of Investments to reflect certain

subsequent events that would have impacted the values as of June 30, 2006.  These adjustments were flowed

through the Balance Sheet, Income Statement, Statement of Changes in Net Assets, Financial Highlights and

the Equity Statement.  Footnote disclosure has been added to explain these changes.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CLX INVESTMENT COMPANY, INC.

FINANCIAL STATEMENTS

June 30, 2006

CLX Investment Company, Inc. Balance Sheets ASSETS
			June 30,		September 30,
			2006		2005
			(unaudited) (Restated)		(audited)
Current Assets
	Cash	$	19,177	$	185,849
Total Current Assets			19,177		185,849
Discount on debt			-		162,538
Investments (Note 2)
	Advances on credit lines - affiliates		407,832		179,780
	Investments - nonaffiliates		70,714		57,150
	Investments - affiliates		62,080		62,080
	Total Investments		540,626		299,010
	Total Assets	$	559,803	$	647,397
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$	89,603	$	40,737
	Accounts payable - related party (Note 3)		2,327		1,000
	Interest payable		32,208		14,072
	Line of credit		53,000		-
	Derivative liability		-		495,073
	Notes payable related party (Note 3)		10,000		10,000
	Convertible debentures (Note 4)		-		425,888
	Total Current Liabilities		187,138		986,770
Long-Term Liabilities
	Notes payable (Note 4)		200,000		-
	Total liabilities		387,138		986,770
Stockholders' Equity
	Preferred stock, authorized 20,000,000 shares, $0.01 par value, 0 and 100,000 shares issued and outstanding respectively		-		1,000
	Common stock, authorized 1,980,000,000 Shares, $0.01 par value, 118,060,668 and 53,561,868 shares issued and outstanding respectively (Note 5)		1,180,607		535,619
	Additional paid in capital		1,078,513		876,350
	Retained deficit		(2,086,455)		(1,752,342)
Total Stockholders' Equity			172,665		(339,373)
	Total Liabilities and Stockholders' Equity	$	559,803	$	647,397
	Net Asset Value per share	$	0.0015	$	0.006
The accompanying notes are an integral part of these financial statements.

CLX Investment Company, Inc.
Statements of Changes in Net Assets (unaudited) (Restated)
	For the Nine Months ended			For the Fiscal Year Ended
	June 30,			September 30,
		2006			2005
OPERATIONS:
Net investment loss	$	(256,341)	$		(871,022)
Net realized and unrealized gain on investment transactions		(178,357)			(101,153)
Derivative gain (loss)		98,185			(98,185)
Gain on extinguishment of debt		2,400			5,716
Net decrease in net assets resulting from operations		(334,113)			(1,064,644)
SHAREHOLDER ACTIVITY:
Stock sales and conversion		846,151			747,771
NET INCREASE (DECREASE) IN ASSET VALUE		512,038			(316,873)
NET ASSETS:
Beginning of Period		(339,373)			(22,500)
End of Period	$	172,665	$		(339,373)
The accompanying notes are an integral part of these financial statements.

CLX Investment Company, Inc.
Schedule of Investments
June 30, 2006 (unaudited) (Restated)
EQUITY INVESTMENTS:
	Description	Percent
Company	of Business	Ownership		Investment		Fair Value
Non affiliated companies:
ActionView International, Inc.	Advertising	3%		128,570		70,714	(1)
Total non affiliated companies			$	128,570	$	70,714
Affiliated Companies:
eStrategy Solutions, Inc.	e-Learning	49%	$	62,080	$	62,080	(2)
Zonda, Incorporated	Medical diagnostic	31%		-		-	(3)
Total affiliated companies				62,080		62,080
Total Investments				190,650		132,794
COMMERCIAL LOANS:
	Description	Percent
Company	of Business	Ownership		Type of Credit
Non affiliated companies:
ActionView International, Inc.	Advertising	3%		Credit Line		-	(1)
Total loans to non affiliates					$
Affiliated Companies:
eStrategy Solutions, Inc.	e-Learning	49%		Credit Line	$	185,924	(2)
Zonda, Incorporated	Medical diagnostic	31%		Credit Line		221,908	(3)
Total loans to affiliates						407,832
Total Loans						407,832
TOTAL INVESTMENTS					$	540,626

(1) The Company agreed to extend a credit line of $350,000 to AVWI and was to receive up to 2,000,000 shares of restricted AVWI common stock on a pro-rata basis as consideration for providing the line of credit.  The shares are delivered to the Company on a pro-rata basis as the credit line is drawn down.  The line of credit bears interest at an eight percent (8%) per annum and the principal and interest are due on December 31, 2008.  The due date for repaying the line of credit, plus accrued interest, shall be accelerated following the third consecutive month in which ActionView International generates net income (EBIT) of at least $50,000.  The Company has only extended $221,693 on the line of credit and added $12,807 of interest for a total due of $234,500 as of June 30, 2006.  As a result, ActionView has issued 1,285,700 shares of its restricted common stock, which has been recorded at fair value of $70,714, whi ch is $0.055 per share as of June 30, 2006 based on the closing bid price on June 30, 2006.  The fair value of the shares of AVWI at the date of the financing agreement was executed was $0.10 per share; therefore the Company recorded a cost basis of all shares received from AVWI at $128,570 (1,285,700 x $0.10). This value was recognized as interest income on the operating statement with subsequent changes to fair value being recorded as unrealized gains or losses.   Subsequent to June 30, 2006, the Company was apprised of the fact that certain of the AVWI sales contracts on which financial projections had been based were invalid.  While AVWI is trying to get valid sales contracts in place, we believe that there is substantial doubt that AVWI will continue as a going concern.  The value of the credit line has therefore been valued at $0.00 to reflect the uncertainty that the debt will be repaid.  

(2) The Company purchased 4,900 shares (49%) of eStrategy restricted common stock for $62,080.  As of June 30, 2006 the Company has advanced eStrategy $176,824 under an operating line of credit and added $9,100 of interest for a total of $185,924.  The line of credit bears interest at eight percent (8%) per annum and the principal and interest are due on December 31, 2007.  Subsequent to June 30, 2006, the Company was repaid all principle and interest owed.  In addition, the Company agreed to sell its equity position in eStrategy to John Matthews, president of eStrategy, for $62,080, which represented the fair value of the investment at that time.

(3) The Company received 615,385 shares of restricted common stock of Zonda, Inc. for providing a $500,000 line of credit. The Company valued the original investment of Zonda at $0.00 based on its start up nature.  As of June 30, 2006 the Company has advanced Zonda $214,810 under the line of credit and added $7,098 of interest for a total of $221,908.  The line of credit bears interest at an eight percent (8%) per annum and the principal and interest are due on December 31, 2007.  The repayment of the line of credit, plus accrued interest, shall be accelerated following the third consecutive month in which Zonda generates net income (EBIT) of at least $50,000.  At June 30, 2006, the Company estimates the fair value of Zonda to be $0.00 based on the fact that the shares are restricted, there is no active market for its stock, it would be difficult to liquidate any of the shares, and Zonda was still considered a start up venture.  The line of credit was not deemed impaired since the obligation is collateralized by the intangible assets of Zonda including patents, FDA submissions, product formulations, etc.  Subsequent to June 30, 2006, Zonda commenced sales of its products and recorded over $250,000 in revenues.  Based on these factors, the Company believes that the presentation of its Zonda investments represent the fair value at June 30, 2006.

The accompanying notes are an integral part of these financial statements.

CLX Investment Company, Inc. Statements of Operations (unaudited) (Restated)
		For Nine Months Ended June 30,				For Three Months Ended June 30,
		2006		2005		2006		2005
Investment Revenue
Investment - prepaid interest	$	71,420	$	-	$	-	$	-
Interest income from non-affiliates		-		-		(8,310)		-
Interest income from -affiliates		17,471		3,299		7,370		2,105
Total Revenues		88,891		3,299		(940)		2,105
Operating Expenses (Note 1)
General & administrative		131,592		167,231		50,035		71,113
Outside consulting fees		96,976		-		33,500		-
Investor relations		48,111		-		13,350		-
Interest expense		17,704		445,167		4,310		35,078
Professional fees		50,849		39,725		23,050		1,998
Total Operating Expenses		345,232		652,123		124,245		108,189
Net Operating Loss		(256,341)		(648,824)		(125,185)		(106,084)
Net investment (loss):
Unrealized loss on non affiliated    investment		(178,357)		-		(184,786)		-
Derivative gain		98,185		-		-		-
Gain on extinguishments of debt		2,400		1,000		-		-
Net decrease in net assets resulting from operations	$	(334,113)	$	(647,824)	$	(309,971)	$	(106,084)
The accompanying notes are an integral part of these financial statements.

CLX Investment Company, Inc. Statements of Stockholders’ Equity
								Additional		Retained
	Preferred Stock			Common Stock				Paid-in		Earnings
	Shares		Amount	Shares		Amount		Capital		(Deficit)
Balance, September 30,2003	-	$	-	3,518,629	$	35,186	$	838,075	$	(663,582)
October, 2003 retirement of Treasury stock	-		-	(1,002)		(10)		10		-
September 2, 2004, sale of subsidiary for exchange of shares	-		-	(1,916,512)		(19,165)		(188,897)		-
Net loss for period ended September 30, 2004	-		-	-		-		-		(24,116)
Balance, September 30,2004	-		-	1, 601,115		16,011		649,188		(687,698)
Stock issued on conversion of debentures, November 2004 through September 2005	-		-	9,358,283		93,583		(23,583)		-
Beneficial Conversion Expense related to Convertible Debentures	-		-	-		-		342,170		-
Common Stock issued for extinguishments of debt	-		-	1336,898		13,369		(3,369)		-
Stock issued for cash sale, January 2005 through September 2005	-		-	35,583,758		355,838		(58,738)		-
Preferred Stock issued February 1, 2005	9,000,000		90,000	-		-		-		-
Restricted stock issued for cash on February 1, 2005	-		-	4,010,692		40,107		(25,107)		-
Cancel preferred stock	(7,650,000)		(76,500)	-		-		-		-
Cancel preferred stock and issue restricted common	(1,250,000)		(12,500)	1,671,122		16, 711		(4,211)		-
Net Loss for period ended September 30, 2005	-		-	-		-		-		(1,064,644)
Balance, September 30, 2005	��   100,000		1,000	53,561,868		535,619		876,350		(1,752,342)
Cancel preferred stock (unaudited)	(100,000)		(1,000)	-		-		1,000		-
Stock issued on conversion of debentures, thru June 30, 2006 (unaudited)	-		-	22,348,800		223,488		236,303		-
Stock issued for cash, thru June 30, 2006 (unaudited)	-		-	42,150,000		421,500		(34,140)		-
Net Loss for period ended June 30, 2006 (unaudited)	-		-	-		-		-		(334,113)
Balance, June 30, 2006 (unaudited) (Restated)	-	$	-	118,060,668	$	1,180,607	$	1,078,513	$	(2,086,455)
The accompanying notes are an integral part of these financial statements.

CLX Investment Company, Inc. Statements of Cash Flows (unaudited) (Restated)
		For the Nine Months ended June 30,		For the Nine Months ended June 30,
		2006		2005
Cash Flows from Operating Activities:
Net Loss	$	(334,113)	$	(647,824)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operations:
Unrealized gain on investment – non affiliated		(6,429)		-
Derivative gain		(98,035)		-
Beneficial conversion expense		-		345,000
Finance costs		-		90,000
Gain on extinguishments of debt		(2,400)		(1,000)
Bad debt allowance		-		10,000
Changes in Operating Assets and Liabilities:
Increase in accrued expense		18,136		5,167
Increase in accounts payable		50,193		40,039
Net Cash Provided (Used) by Operating Activities		(372,648)		(158,618)
Cash Flows from Investing Activities:
Investment in portfolio company		-		(62,080)
Advances on line of credit		(419,687)		(130,709)
Net Cash Used by Investing Activities		(419,687)		(192,789)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		547,663		37,000
Proceeds from issuing convertible debentures		25,000		375,000
Repayments of convertible debentures		-		(175,000)
Proceeds from credit line		53,000		-
Net Cash Provided by Financing Activities		625,663		237,000
Decrease in Cash		(166,672)		(114,407)
Cash and Cash Equivalents at Beginning of Period		185,849		130,000
Cash and Cash Equivalents at End of Period	$	19,177	$	15,593
Cash Paid For:
Interest	$	-	$	-
Income Taxes	$	-	$	-
Non-Cash Investing and Financing Activities:
Stock issued for conversion on debentures	$	298,488	$	66,000
The accompanying notes are an integral part of these financial statements.

CLX Investment Company, Inc.

Financial Highlights (unaudited) (Restated)
Per Unit Operating Performance:
	For the Nine Months Ended			For the Fiscal Year Ended
	June 30,			September 30,
		2006			2005
NET ASSET VALUE, BEGINNING OF PERIOD	$	(0.002875)	$		(0.00421)
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss		(0.002171)			(0.016303)
Net realized and unrealized gain (loss) on investment transactions		(0.001511)			(0.001893)
Derivative gain (loss)		0.000832			(0.001838)
Gain on extinguishment of debt		0.0000203			(0.000107)
Total from investment operations		(0.00570)			(0.020348)
Net increase in net assets resulting from stock sales		0.00717			0.01400
NET ASSET VALUE, END OF PERIOD	$	0.001463	$		( 0.006352)
TOTAL NET ASSET VALUE RETURN		(150.88)	%		(1,608.43)	%
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period	$	172,665	$		(339,373)
Ratios to average net assets:
Net expenses		199.94	%		275.71	%
Net investment loss		(148.46)	%		(256.77)	%
Portfolio Turnover Rate		N/A	%		N/A	%
Net Asset Value Return reflects the impact of stock issues during the periods presented.  Omitting these issuances, the Net Asset Value Return would have been 100.34% and (4,045.91%) respectively
The accompanying notes are an integral part of these financial statements.

CLX INVESTMENT COMPANY, INC.

Notes to the Financial Statements

June 30, 2006 and 2005

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant accounting policies of CLX Investment Company, Inc. is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial statements have been included.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

a. Organization and Business Activities

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. to engage in any lawful activity as shall be appropriate under laws of the State of Colorado. The Company was organized to engage in on-shore oil and gas exploration, development and production in the continental United States. The Company's oil and gas activities concentrated primarily in Colorado, Kansas, Oklahoma and Wyoming. In 1993 the name of the Company was changed to CLX Energy, Inc. Up until September 1, 2004 the Company engaged in only one industry segment and line of business: the acquisition, exploration, development and operation of oil and gas properties for its own account.

On May 24, 2004 the Company appointed new management and moved its headquarters to Temecula, CA. At the same time the Company formed CLX Oil & GAS, LLC a wholly owned subsidiary of CLX Energy, Inc. and transferred all of the oil and gas operations of the Company (including the assets and liabilities pertaining to such operations) into CLX Oil & Gas, LLC. On September 1, 2004 the Company sold 100% of its interest in CLX Oil & Gas, LLC to certain shareholders of the Company in exchange for shares of CLX Energy, Inc. The 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 al l 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 March 28, 2006, the Company filed an amended 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.

The Company presently has three portfolio investments: eStrategy Solutions, Inc., ActionView International, Inc, and Zonda, Inc.  Subsequent to June 30, 2006, the Company divested itself of eStrategy Solutions (See Note 7).

NOTE 2 – VALUATION OF PORTFOLIO INVESTMENTS

As an investment company under the Investment Company Act of 1940, the Company is not permitted to employ the “equity method” of accounting for ownership in subsidiaries.  As a result, we do not consolidate the operations and balance sheets of our portfolio investments regardless of the percent of ownership.  In lieu thereof, we are required to carry the value of our portfolio investments at “fair market value.”  

As required by ASR 118, the investment committee of the company is required to assign a fair value to all investments. To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and, whenever technical assistance is requested from individuals who are not directors, the directors must carefully review the findings of such individuals in order to satisfy themselves that the resulting valuations are fair.  

No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale.  Methods that are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include: 1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation methodology for its portfolio investments:

All portfolio investments shall be carried on the books at “fair market value.”

Where market values can be readily determined via stock quotations in a reasonably liquid market, the fair market shall be based on the quoted bid price on the day of calculation.  

Fair market value shall be determined on at least a quarterly basis.  Where there are material changes in portfolio operations, fair market value shall be re-examined as such material changes occur.  In the event the stock trading price is within 10% of Net Book Value, and the Company wishes to sell stock, fair market value shall be calculated on the date of stock sale to ensure that stock is not sold below NBV.

Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, the Board of Directors shall analyze the following factors, where available, for determining the estimated price that could be obtained from selling the investment in an arm’s length transaction:

i.                    Total amount of the Company’s actual investment. This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.

ii.                  Total revenues for the preceding twelve months

iii.                 Total revenues for the preceding five years

iv.                Historic earnings before interest, taxes and depreciation for each of the past five years

v.                  Bona fide purchase offers from third parties

vi.                Net assets of investment

vii.               Likelihood of investment generating positive returns (going concern)

viii.             Financial projections for coming 24 months

ix.                 Independent appraisal reports

x.                   Budget to actual performance reports

Baring other factors, including default remedies and collateralization, the value of the loans and lines of credit may be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if there is reasonable doubt about the investment’s ability to continue as a going concern.  In order to assess impairment of loan value, the portfolio investment’s budget to actual performance criteria is evaluated along with 12-month financial projections. Additionally, where available, the Board shall review other relevant factors affecting repayment including historical cash flows, material contracts, collateral, debt maturity, alternate financing resources, etc.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company executed a note payable on June 21, 2005 with Arthur Stone, a member of the board of directors, for $10,000.  The note bears interest at ten percent (10%) per annum and was due on June 21, 2006.  On August 1, 2006, Mr. Stone agreed to a one-year extension of the due date.   The Company also has related party payables of $2,327, which represents board fees due to our directors.

Line of Credit

During the three months ended June 30, 2006, the Company received $53,000 under a credit line provided by Sequoia International, Inc.  The line of credit is for $200,000 and bears interest at 8% per annum.  The line and accrued interest are due on April 1, 2009.  Sequoia could be deemed an affiliated entity by virtue of the 22,888,800 shares of common stock being held in escrow for their benefit; though, since Sequoia can neither liquidate nor vote such shares, they are not deemed to be beneficial owners of the stock.  The Company received the unanimous consent of the Board of Directors prior to accepting the credit line from Sequoia.  

NOTE 4 - CONVERTIBLE DEBENTURES

The Company previously issued convertible debentures totaling $425,888.  Subsequent to issuing the debentures, the Company was notified that the debentures were issued in violation of Section 61 of the Investment Company Act of 1940.  During the first six months of fiscal 2006, the Company eliminated the debentures by restructuring $200,000 of its convertible debentures into promissory note payable.  The Promissory note is due December 19, 2007 and bears interest at the rate of eight percent (8%) per annum.  The balance of the debentures, $225,888, was converted into 22,888,800 shares of free trading common stock of which 22,588,800 shares were placed in an escrow account in the name of Sequoia International.  These escrow shares are voted by the Company’s board of directors and cannot be resold while in escrow.  Shares in escrow are released to Sequoia International upon notice to and consent of the escrow agent.

NOTE 5 – EQUITY TRANSACTIONS

Common Stock

During the three months ended June 30, 2006, the Company issued 10,340,000 shares of free trading common stock for cash of $103,400.  These shares were issued pursuant to the Company’s offering circular under Regulation E and were sold by the Company’s chief executive officer without the assistance of any broker dealers. The Company relied on Regulation E in making these sales. No advertising or general solicitation was employed in offering these shares. Each purchaser received a copy of the Company’s offering circular. The shares sold in reliance on Regulation E are not restricted securities.  

Preferred Stock

On May 30, 2006, the Company’s Board of Directors elected to cancel the 100,000 shares of Series A preferred stock outstanding. The sole Series A preferred shareholder, Sequoia International, agreed to this action and the shares were cancelled. As of June 30, 2006, the Company had no shares of preferred stock issued or outstanding.

NOTE 6 –PRIOR PERIOD ADJUSTMENTS

Application of EITF 00-19

During the year ended September 30, 2006, the Company determined that the accounting treatment of convertible debentures previously issued had failed to consider the impact of applying EITF 00-19 in recording the liability associated with certain derivative instruments.

Because the convertible debentures previously issued by the Company were convertible into such number of shares of common stock of the Company equal to the amount of debt being converted divided by some pre-determined fraction of the closing bid price of the stock on the date of conversion, the number of shares to be issued on conversion was variable.  As a result, the embedded conversion option required liability classification under EITF 00-19.  The Company previously recorded all convertible debentures under EITF 00-27, where a beneficial conversion cost associated with the convertibility feature of the security that equals the value of any discount to market available at the time of conversion was recorded at the time the convertible security was first issued.

In accounting for derivatives under EITF 00-19, the Company is required to record a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the beneficial conversion feature.  The discount is then amortized over the life of the debentures and the derivative liability is adjusted periodically according to stock price fluctuations.

The accompanying financial statements for the year ended September 30, 2005 have been restated to effect the changes described above.  The impact of the adjustments related to the classification of and accounting for the conversion features are as follows:

Balance Sheet:   A derivative liability of $495,073 was added to current liabilities.  Additional Paid-In Capital was reduced $396,888 and a discount on convertible debentures of $162,538 was recorded.

Statement of Operations:  A loss on derivative liability of $98,185 and interest expense of $333,350 were recorded.

Write off of Bad Debt

During the nine month period ending June 30, 2006, the Company became apprised that one of its portfolio investments, ActionView, Inc., had a material purchase order contract that was fraudulent.  The basis of this contract had formed the primary motivation behind the Company’s decision to invest in ActionView.  Without this contract, the Company is doubtful of ActionView’s ability to repay the credit line extended.  As a result, the Company has written off the credit line receivable from ActionView and eliminated the interest income for all periods presented.  This resulted in a reduction of Advances on Credit Lines and an increase in Retained Deficit of $101,153 as of September 30, 2005.

Interest Expense

During the year ended September 30, 2005, the Company converted out certain debentures at a discount slightly higher than that prescribed in the debenture agreements.  Originally, the Company recorded the discount on debentures as Beneficial Conversion Cost at the time the debentures were issued; however, no adjustment was made at the time of conversion based on the actual number of shares issued on conversion.  The Company recorded additional expense of $42,170 at September 30, 2005 to account for this discrepancy.  In the quarter ended June 30, 2006 the Company converted debentures at a discount lower than that prescribed in the debenture agreements.  As a result the Company recorded a gain as of June 30, 2006 of $162,985.

Reclassifications

The Company previously reported Advances on Credit Lines – Non Affiliates of $280,933 as a current asset as of September 30, 2005.  Of this amount, $101,153 was written off to bad debt as described above.  The balance of $179,780 was reclassified as Advances on Credit Lines – Affiliates and moved to the Investments section of the Balance Sheet.  Further, Investments-Non Affiliates of $62,080 was reclassified as Investments-Affiliates.

Summary Impact

 Collectively, the impact of the adjustments and reclassifications had the following impact on the financial statements as of September 30, 2005:

Balance Sheet:

Current Assets were reduced $280,933

Discount on Debt was increased $162,538

Current Liabilities increased $495,073

Additional Paid-in Capital decreased $354,718

Retained Deficit increased $78,970

Income Statement:

Derivative Loss recorded of $98,185

Interest Expense recorded of $376,520

Beneficial Conversion reduced $496,888

Bad Debt Expense recorded of $101,153

Collectively, the impact of the adjustments and reclassifications had the following impact on the financial statements as of June 30, 2006:

Balance Sheet:

Discount on Debt was decreased by $162,538

Current Liabilities decreased  $495,073

Additional Paid-in Capital increased $233,903

Retained Deficit Decreased $98,632

Income Statement:

Derivative Gain recorded of $98,185

Interest Expense decreased by $447

NOTE 7 - SUBSEQUENT EVENTS

Portfolio Investments

Subsequent to June 30, 2006, the Company made an additional investment of $116,338 into its portfolio company Zonda, Inc. in the form of advances against the Zonda credit line.

On October 3, 2006, the Company received $189,153 as payment in full on the credit line plus accrued interest from eStrategy Solutions, Inc.  In addition, on that same date, the Company agreed to sell its entire equity position in eStrategy to John Matthews, president of eStrategy, for $62,080.  This amount represented the fair value of the stock since there had been no recorded increase or decrease in value since the time of acquisition.

NOTE 8 - GOING CONCERN

The ability of the Company to continue as a going concern is dependant upon its ability to successfully seek out and consummate investments, or to secure other sources of financing such that it may commence profitable operations. 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 an continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS

OF OPERATIONS AND FINANCIAL CONDITION

GENERAL

The statements contained in this Quarterly Report on Form 10-Q/A that are not historical facts may contain forward-looking statements that involve a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, general business conditions, government regulations, manufacturing practices, competitive market conditions, success of the Company's business strategy, delay of orders, changes in the mix of products sold, availability of suppliers, concentration of sales in markets and to certain customers, changes in manufacturing efficiencies, development and introduction of new products, fluctuations in margins, timing of significant orders, and other risks and uncertainties currently unknown to management.

CRITICAL ACCOUNTING POLICIES

The Company's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in the external disclosures of the Company including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We review valuations based on estimates for reasonableness and conservatism on a consistent basis throughout the Company. Primary areas where financial information of the Company is subject to the use of estimates, assumptions and the application of judgment inclu de acquisitions, valuation of long-lived and intangible assets, and the realizability of deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

Valuation Of Long-Lived And Intangible Assets

The recoverability of long-lived assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144, which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the recoverability of the asset.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As of June 30, 2006, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.

Valuation of Investments

To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and, whenever technical assistance is requested from individuals who are not directors, the directors must carefully review the findings of such individuals in order to satisfy themselves that the resulting valuations are fair.  

No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale.  Methods that are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include: 1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation methodology for its portfolio investments:

All portfolio investments shall be carried on the books at “fair market value.”

Where market values can be readily determined via stock quotations in a reasonably liquid market, the fair market shall be based on the quoted bid price on the day of calculation.  

Fair market value shall be determined on at least a quarterly basis.  Where there are material changes in portfolio operations, fair market value shall be re-examined as such material changes occur.  In the event the stock trading price is within 10% of Net Book Value, and the Company wishes to sell stock, fair market value shall be calculated on the date of stock sale to ensure that stock is not sold below NBV.

Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, the Board of Directors shall analyze the following factors, where available, for determining the estimated price that could be obtained from selling the investment in an arm’s length transaction:

i.

Total amount of the Company’s actual investment. This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.

ii.

Total revenues for the preceding twelve months

iii.

Total revenues for the preceding five years

iv.

Historic earnings before interest, taxes and depreciation for each of the past five years

v.

Bona fide purchase offers from third parties

vi.

Net assets of investment

vii.

Likelihood of investment generating positive returns (going concern)

viii.

Financial projections for coming 24 months

ix.

Independent appraisal reports

x.

Budget to actual performance reports

Baring other factors, including default remedies and collateralization, the value of the loans and lines of credit may be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if there is reasonable doubt about the investment’s ability to continue as a going concern.  In order to assess impairment of loan value, the portfolio investment’s budget to actual performance criteria is evaluated along with 12-month financial projections. Additionally, where available, the Board shall review other relevant factors affecting repayment including historical cash flows, material contracts, collateral, debt maturity, alternate financing resources, etc.

COMPANY STRATEGY

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. to engage in any lawful activity as shall be appropriate under laws of the State of Colorado. The Company was organized to engage in on-shore oil and gas exploration, development and production in the continental United States. The Company's oil and gas activities concentrated primarily in Colorado, Kansas, Oklahoma and Wyoming. In 1993 the name of the Company was changed to CLX Energy, Inc. Up until September 1, 2004 the Company engaged in only one industry segment and line of business; the acquisition, exploration, development and operation of oil and gas properties for its own account.

On May 24, 2004 the Company appointed new management and moved its headquarters to Temecula, CA. At the same time the Company formed CLX Oil & GAS, LLC a wholly owned subsidiary of CLX Energy, Inc. and transferred all of the oil and gas operations of the Company (including the assets and liabilities pertaining to such operations) into CLX Oil & Gas, LLC. On September 1, 2004 the Company sold 100% of its interest in CLX Oil & Gas, LLC to certain shareholders of the Company in exchange for shares of CLX Energy, Inc. The 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 al l 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 March 28, 2006, the Company filed an amended 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.

At June 30, 2006, CLX Investment Company, Inc. had three portfolio investments: eStrategy Solutions, Inc, ActionView International, Inc. and Zonda, Inc.  In October 2006, the Company divested itself of the eStrategy investment.  Management anticipates making additional portfolio investments as opportunities present themselves in the coming year.

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 these two criteria will be weighed against other criteria including strategic fit, investment amount, management ability, etc. In principle, the Company will prefer to make investments in companies where the Company can acquire at least a 51% ownership interest in the outstanding capital of the portfolio company, or exert some other management control.

As a Business Development Company, the Company is required to have at least 70% of its assets in "eligible portfolio companies." It is stated in the Investment Committee Charter that the Company will endeavor to maintain this minimum asset ratio.

Portfolio Investments

At June 30, 2006, the Company had three portfolio investments: eStrategy Solutions, Inc., ActionView International, Inc, and Zonda, Inc.  On October 3, 2006, the Company received $189,153 as payment in full on the credit line plus accrued interest from eStrategy Solutions, Inc.  In addition, on that same date, the Company agreed to sell its entire equity position in eStrategy to John Matthews, president of eStrategy, for $62,080.  This amount represented the fair value of the stock since there had been no recorded increase or decrease in value since the time of acquisition.  As a result of this transaction the Company presently has two portfolio investments: Action View International and Zonda, Inc.

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.  As of June 30, 2006, the Company had advanced $234,500 under the credit line and had received 1,285,700 shares of AVWI common stock.

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 initial plan was to place billboards at the Guangzhous airport just outside of Hong Kongunder a contract.  AVWI used a portion of the proceeds advanced by the Company to manufacture the signs for delivery under the Guangxhous contract.  Subsequent to June 30, 2006, the Company was appraised by AVWI that it had learned that the Guangxhous contract was fraudulent and unenforceable.  While attempting to put in place a valid contract, there is no assurance that such a contract will materiali ze or that it will contain terms similar to those of the original, fraudulent one.  As are result, the Company determined the prudent and conservative course of action would be to write down the value of the line of credit to zero to reflect the potential uncollectability of the debt.   

Zonda, Inc.

On August 30, 2005, the Company entered into a financing agreement with Zonda, Inc. (“Zonda”) wherein the Company agreed to  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 extending the line of credit, Zonda  issued 615,385 shares of its common stock , which represents 31% of the total  issued and outstanding shares of Zonda.

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.

While having limited operations though June 30, 2006, Zonda commenced active sales and marketing and recorded revenues of over $250,000 through October 1, 2006.  However, at June 30, 2006, there was no active market for the Zonda securities and the Company was still in the development stage.  As a result, the Company recorded the value of its equity position at zero on June 30, 2006 since, at that time, it was uncertain what value, over and above the value of the credit line, could be recovered in the event of liquidation.  The Company maintains collateral on the line of credit  consisting of all of the intellectual and physical property of Zonda, which the Company deems adequate to ensure recoverability on the credit line in the event Zonda ceased to operate as a going concern.  Accordingly, the value of the credit line was not deemed impaired as of June 30, 2006.

RESULTS OF OPERATIONS

Three months ended June 30, 2006 compared to three months ended June 30, 2005

During the quarter ended June 30, 2006, the Company incurred a net operating loss of $309,971 or $0.003 per share compared to a net loss of $106,084 or $0.01 per share for the same quarter of 2005. The current loss is primarily due to an unrealized loss on non affiliated investment of $184,786 related to the Company’s portfolio investments and operating expenses, which were $124,245 for the quarter ended June 30, 2006.   The Company will be able to keep future operating costs at a minimum based on the management agreement it has in place to outsource all its administrative support.  

Revenues for the three months ended June 30, 2006 were $(940) compared with revenues of $2,105 for the three months ended June 30, 2005.  The current revenue was generated from interest income from portfolio investments.

Nine months ended June 30, 2006 compared to nine months ended June 30, 2005

During the nine months ended June 30, 2006, the Company incurred a net operating loss of $334,113 or $0.004 per share compared to a net loss of $647,824 or $0.10 per share for the same nine months ended June 30, 2005. The change in net loss is primarily due to interest expense decrease of $427,463.  The Company will be able to keep future operating costs at a minimum based on the management agreement it has in place to outsource all its administrative support.  Interest expense for the nine months ended June 30, 2006 was $17,704.  

Revenues for the nine months ended June 30, 2006 were $88,891 compared with revenues of $3,299 for the nine months ended June 30, 2005.  The current revenue was generated from interest income from portfolio investments and recognition of stock received on a financing agreement as investment income interest.

Liquidity and Capital Resources

The Company’s financial statements present an impairment in terms of liquidity. As of June 30, 2006 the Company had $187,138 in current liabilities, which exceeded current assets by $167,961.  The Company has accumulated $2,086,455 of net operating losses through June 30, 2006, which may be used to reduce taxes in future years through 2026. 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.  Management believes the Company will soon be able to generate revenues sufficient to cover its operating costs through the acquisition of operating subsidiaries.   In the eve nt the Company is unable to do so and if suitable financing is unavailable, there is substantial doubt about the Company’s ability to continue as a going concern.

RISKS AND UNCERTAINTIES

An investment in the Company involves a high degree of risk. In addition to matters discussed elsewhere in this report, careful consideration should be given to the following risk factors. This report contains certain forward-looking statements that involve risks and uncertainties. Our actual results could be substantially different from the results we anticipate in these forward-looking statements because of one or more of the factors described below and/or elsewhere in this report. If any of these risks were to actually occur, our business, results of operations and financial condition would likely suffer materially. The risks outlined below are those which management believes are material to an understanding of our business and the risks inherent in it, but such list is not exclusive of every possible risk which may impact the Company and its shareholders in the future. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also appear or increase in significance, and could therefore impair our projected business results of operations and financial condition.

RISKS RELATED TO OUR BUSINESS

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 $1,064,644 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 included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages.  Our ability to continue as a going concern will be determined by our ability to obtain additional funding.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

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 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 r isks 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.  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. McCoy.  

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.

Our Portfolio of Investments is Non-Diversified

The Company is a non-diversified company. As a result, if ActionView International, Inc. or Zonda, Inc. fails to perform as expected, our financials results could be more negatively affected and the magnitude of the loss could be more significant than if we had multiple investments to spread the risk. At present, our portfolio investments consist of two investments, ActionView International, Inc. and Zonda, Inc.

Our Expenses exceed investment income

Our operating expenses have exceeded investment income, which could affect our ability to continue as a going concern.  To maintain operations we will need to borrow money or raise additional capital to fund our ongoing operating expenses. We cannot be assured that that financing whether from external sources or related parties will be available, or if available, on favorable terms.  Also the sale of our common stock to raise capital may cause dilution to our existing shareholders.    It may also cause our stock price to decline or, if we are not successful in raising additional capital, we would need to curtail business operations, or cease to continue as a going concern.

RISKS RELATED TO OUR OPERATION AS A BUSINESS DEVELOPMENT COMPANY

We May Change Our Investment Policies Without Further Shareholder Approval

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

Our Investments May Not Generate Sufficient Income to Cover Our Operations

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

Investing in Private Companies Involves a High Degree of Risk

Our portfolio will consist of primarily long-term loans to and investments in private companies. Investments in private businesses involve a high degree of business and financial risk, which can result in substantial losses and accordingly should be considered speculative.  There is generally no publicly available information about the companies in which we invest, and we rely significantly on the diligence of our employees and agents to obtain information in connection with our investment decisions.  In addition, some smaller businesses have narrower product lines and market shares than their competition, and may be more vulnerable to customer preferences, market conditions or economic downturns, which may adversely affect the return on, or the recovery of, our investment in such businesses.

Our Portfolio of Investments are Recorded at Fair Value as Determined in Good Faith by our Board of Directors, as a result, there is uncertainty regarding the value of our Portfolio Investment. Illiquid

There is uncertainty regarding the value of our portfolio investments. At June 30, 2006, portfolio investments recorded at fair value were approximately 99% of our total assets. Pursuant to the requirements of the 1940 Act, we value all of our investments at fair value as determined in good faith by our Board of Directors on a quarterly basis. Since there is typically no readily available market value for the investments in our portfolio, our Board of Directors determines in good faith the fair value of these investments pursuant to a valuation policy and a consistently applied valuation process.

There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses; we are instead required by the 1940 Act to specifically value each individual investment on a quarterly basis and record unrealized depreciation for an investment that we believe has become impaired, including where collection of a loan or realization of an equity security is doubtful, or when the enterprise value of the portfolio company does not currently support the cost of our debt or equity investment. Enterprise value means the entire value of the company to a potential buyer, including the sum of the values of debt and equity securities

used to capitalize the enterprise at a point in time. We will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and/or our equity security has appreciated in value. Without a readily available market value and because of the inherent uncertainty of valuation, the fair value of our investments determined in good faith by the Board of Directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material. Our net asset value could be affected if our determination of the fair value of our investments is materially different than the value that we ultimately realize.

We will adjust quarterly the valuation of our portfolio to reflect the board of directors' determination of the fair value of each investment in our portfolio.  Any changes in estimated fair value will be recorded in our statement of operations as "Net unrealized gains (losses)."

Our Common Stock Price May be Volatile

The trading price of our common stock may fluctuate substantially. The price of the common stock may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include the following:

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Price and volume fluctuations in the overall stock market from time to time;

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Significant volatility in the market price and trading volume of securities of business development companies or other financial services companies;

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Volatility resulting from trading in derivative securities related to our common stock including puts, calls, long-term equity anticipation securities, or Leaps, or short trading positions;

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Changes in regulatory policies or tax guidelines with respect to business development companies or regulated investment companies;

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Actual or anticipated changes in our earnings or fluctuations in our operating results;

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General economic conditions and trends; or

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Departures of key personnel

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.

We May Not Have Adequate Resource to Comply with Rules and Provisions

The Company’s size and capital resources may have an effect on its ability to adequately comply with the Investment Company Act of 1940. Specifically, the Company is required to maintain a fidelity bond and additional internal controls, employ a chief compliance officer and remain current on all 1933 and 1934 Act filings. If the cost of compliance becomes prohibitive, we may fall out of compliance or unwittingly violate sections of the 1940 Act. Failure to comply with the 1940 Act may affect our ability to continue as a going concern.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures within the 90 days prior to the filing date of this report. This evaluation was carried out under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Compliance Officer, Mr. Robert McCoy and Chief Financial Officer, Mr. Kenneth Wiedrich. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us and required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls sub sequent to the date we carried out our evaluation.

Changes in Internal Controls. The Company has had to restate the fiscal year financials ending September 30, 2005 and financials for the quarter ended June 30, 2006, due primarily to the application of EITF 0019.  This is an indication of a material weakness in the reporting of financial data of the Company.  The Company did not have the in house resources to address the derivative accounting requirements established by the Financial Accounting Standards Board.  This has been addressed by education of staff through continuing education and through consulting outside experts.  Procedures for reviewing the document to be filed failed to catch certain errors and omissions.  The Company has revised its review process and added additional reviewers to assure that the final document containing the financials fairly represents the Company’s financial position.  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.  

PART II.

Other Information

Item 1.Legal Proceedings

None

Item 2.Changes in Securities

During the three months ended June 30, 2006, the Company issued 10,340,000 shares of free trading common stock for cash of $103,400.  These shares were issued pursuant to the Company’s offering circular under Regulation E and were sold by the Company’s chief executive officer without the assistance of any broker dealers. The Company relied on Regulation E in making these sales. No advertising or general solicitation was employed in offering these shares. Each purchaser received a copy of the Company’s offering circular. The shares sold in reliance on Regulation E are not restricted securities.  

Item 3.Defaults Upon Senior Securities

None

Item 4.Submission of Matters to Vote of Security Holders

None

Item 5.Other Information

           
None

Item 6.Exhibits and Reports

(a) Exhibits

3.1	Articles of Incorporation	Incorporated by reference to corresponding Exhibit previously filed.
3.2	Bylaws	Incorporated by reference to corresponding Exhibit previously filed.
3.3	Amendment to Articles of Incorporation	Incorporated by reference to corresponding Exhibit previously filed.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith.

SIGNATURE PAGE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 21, 2006

/s/ Robert McCoy

Robert McCoy

Chief Executive Officer  and Chairman of the Board of Directors

 EXHIBIT 31.1

SECTION 302

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Robert McCoy, certify that:

1.   I have reviewed this quarterly report on Form 10-Q/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 are 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 consolidated subsidiaries, 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: December 21, 2006 By:/s/ Robert McCoy                                        Robert McCoy, Chief Executive Officer

EXHIBIT 31.2

SECTION 302

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kenneth Wiedrich, certify that:

1.   I have reviewed this quarterly report on Form 10-Q/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 are 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 consolidated subsidiaries, 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: December 21, 2006 By:/s/ Kenneth Wiedrich                                              Kenneth Wiedrich, 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 Quarterly Report of CLX Investment Company, Inc. (the "Company") on Form 10-Q/A for the period ending June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert McCoy, 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

Chief Executive Officer

December 21, 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 Quarterly Report of CLX Investment Company, Inc. (the "Company") on Form 10-Q/A for the period ending June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kenneth Wiedrich, 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 Wiedrich

Kenneth Wiedrich

Chief Financial Officer

December 21, 2006