**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**______________**





**Form
      10-KSB/A**


**Amendment
      No. 2**





**x** **** **ANNUAL REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**o** **** **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





**Commission
      File Number 000-30144**







**MORLEX,
      INC.**


(Name
      of
      Small Business Issuer in its Charter)




**Colorado**
            **84-1028977**(State
                or Other Jurisdiction of
            (I.R.S.
                EmployerIncorporation
                or Organization)
            Identification
                No.)**420
                Lexington Avenue, Suite 450****New
                York, New York**
            **10170**(Address
                of principal executive offices)
            (Zip
                Code)





**(212)
                581-5150**
              (Registrant’s
                Telephone Number)







Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





**Common
      Stock, $0.001 par value per share**


(Title
      of
      Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes o No x .




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, 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-KSB. o





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes o No x .





The
      Company’s revenues for fiscal year end December 31, 2007 were $0.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, as of a specified date within the past 60 days: $13,516,510
      as of October 2, 2008, based upon 18,022,014 shares at a per share price of
      $0.75.





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: approximately 32,590,168 shares of common
      stock, par value $0.001 per share, as of October 2, 2008.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x .







**EXPLANATORY
      NOTES**





Morlex,
      Inc., a Colorado corporation (“we,” “us” or “our”), is filing this Amendment No.
      2 (“Amendment No. 2”) on Form 10-KSB/A to amend our annual report on Form
      10-KSB for the fiscal year ended December 31, 2007, as filed with the Securities
      and Exchange Commission (the “Commission”) on February 1, 2008 and amended by
      Amendment No. 1 as filed with the Commission on October 2, 2008 (collectively,
      the “Original Report” and, as amended by this Amendment No. 2, the “Annual
      Report”), to amend and restate in its entirety Item 8A(T), “Controls and
      Procedures.” In addition, we are filing or furnishing, as applicable, the
      certifications pursuant to the Sarbanes-Oxley Act of 2002 as Exhibits 31.1,
      31.2, 32.1 and 32.2.





Except
      with respect to the above-reference items, the Original Report has not been
      amended, modified, supplemented or updated. This Amendment No. 2 does not
      reflect the occurrence of any events following the end of the period
      covered by the Original Report. Accordingly, this Amendment No. 2 should be
      read in conjunction with our subsequent filings made with the
      Commission and any amendments to those filings, including without
      limitation, our Current Report on Form 8-K filed with the Commission on February
      14, 2008.





**PART
      II**





**Item
      8A(T).**  **Controls
      and Procedures.**





**Disclosure
      Controls and Procedures**





The
      Company’s management (including our principal executive officer and principal
      financial officer), conducted an evaluation of the effectiveness of our
      disclosure controls and procedures as of the end of the period covered by this
      Annual Report, as defined in Rule 13a-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls
      and procedures are intended to ensure that the information we are required
      to
      disclose in the reports that we file or submit under the Exchange Act is
      (i) recorded, processed, summarized and reported within the time periods
      specified in the Commission’s rules and forms, and (ii) accumulated and
      communicated to our management, including the principal executive and financial
      officers, to allow timely decisions regarding required disclosure.





Based
      on
      that evaluation and taking into consideration the omission of Management’s
      Report on Internal Control over Financial Reporting in the Original Report,
      our
      management concluded that, as of the end of the period covered by this Annual
      Report, our disclosure controls and procedures were ineffective. The Company’s
      current management team executing this Amendment No. 2 took office
      subsequent to the filing of the Original Report and a change of control of
      the
      Company that was effective as of February 15, 2008 (“Current Management”).
      Current Management is in the process of improving the Company’s disclosure
      controls and procedures to address such deficiency.




**Management’s
      Report on Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f). Our internal control over financial
      reporting was designed to provide reasonable assurance to the Company’s
      management and board of directors regarding the preparation and fair
      presentation of published consolidated financial statements. Internal control
      over financial reporting is promulgated under the Exchange Act as a process
      designed by, or under the supervision of, the Company’s principal executive and
      principal financial officers and effected by the Company’s board of directors,
      management and other personnel, 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 of the United States.








Our
      internal control over financial reporting includes those policies and procedures
      that (i) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect the transactions and dispositions of our assets,
      (ii) provide reasonable assurance that transactions are recorded as necessary
      to
      permit preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America, and that our
      receipts and expenditures are being made only in accordance with authorizations
      of our management and directors, and (iii) provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use or
      disposition of our assets that could have a material effect on the financial
      statements.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate. The Company’s management,
      including our principal executive officer and principal financial officer,
      conducted an evaluation of the effectiveness of our internal control over
      financial reporting based on the framework in Internal Control - Integrated
      Framework issued by the Committee of Sponsoring Organizations of the Treadway
      Commission. Based on that evaluation, our management concluded that, as of
      the
      end of the period covered by this Annual Report, our internal control over
      financial reporting was effective.




This
      Annual Report does not include an attestation report of our independent
      registered public accounting firm regarding internal control over financial
      reporting. Management’s report was not subject to attestation by our independent
      registered public accounting firm pursuant to temporary rules of the Commission
      that permit us to provide only management’s report in this Annual
      Report.




***Changes
      in Internal Control over Financial Reporting***





There
      were no changes in our internal control over financial reporting during the
      fourth quarter ended December 31, 2007 that materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
              13.**
            **Exhibits.**





(a)
            Index
                to Exhibits.





Exhibit
            Description





31.1
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002. (Filed
                herewith).





31.2
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002. (Filed
                herewith).





32.1
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 906 of
                the Sarbanes Oxley Act of 2002. (Furnished
                herewith).





32.2
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 906 of
                the Sarbanes Oxley Act of 2002. (Furnished
                herewith).





**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.




MORLEX, INC.By:
            /s/
                Richard J. BermanName:
              Richard J. BermanTitle:
              Chairman
              of the Board(Principal Executive Officer)Date: October 24,
              2008






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(s)**
            
            **Date**/s/
                  Richard J. Berman
            
            Chairman
                  of the Board
            
            October
                24, 2008Richard
                J. Berman
            
            (Principal
                Executive Officer)/s/
                Thomas Banks
            
            Chief
                Financial Officer
            
            October
                24, 2008Thomas
                Banks
            
            (Principal
                Financial Officer)/s/
                Chadwick Mooney
            ****
            Director
            
            October
                24, 2008Chadwick
                Mooney/s/
                Richard Keyes
            
            Director
            
            October
                24, 2008Richard
                Keyes
            ****
            ****
            ****