**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
      10-KSB**


(Mark
      One)




x ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended June 30, 2006





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: 000-52177





**KALEX
      CORP.**


(Name
      of
      small business issuer in its charter)





Delaware
              (State
                or other jurisdiction of incorporation or organization)
            13-3305161
              (I.R.S.
                Employer Identification No.)




300
                East 33rd Street, New York, New York
              (Address
                of principal executive
                offices)
            10016
              (Zip
                code)




Issuer's
      telephone number, including area code:    212-889-7676





Securities
      registered under Section 12(b) of the Exchange Act: None





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





Common
      Stock, $.01 Par Value


(Title
      of
      class)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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.   x Yes   
      x No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x




State
      the
      issuer's revenues for its most recent fiscal year:  $ 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, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.): $0 as of November 3, 2006.




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


x Yes     o No




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:  725,200  as
      of
      November 3, 2006.




**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.





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










**PART
      I**





**Item
      1. Business.**





Introduction





Kalex
      Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in
      the State of Delaware on May 1, 1984. The Company was organized to engage in
      the
      electroplating business, which business was transferred to it’s parent Victor
      Kellering, Inc., an issuer subject to the reporting requirements of the
      Securities Exchange Act of 1934, as amended. Subsequent to the acquisition,
      the
      Company’s shares were distributed to the Victor Kellering, Inc. stockholders. In
      1985, the business was sold and in 1996, it disposed of all of it’s assets. From
      1996 to the present, the Company remained inactive, during which period it
      made
      no efforts to identify a possible combination. The Company’s present business
      purpose seeks the acquisition of, or merger with, an existing business. The
      Company has not conducted negotiations or entered into a letter of intent
      concerning any target business.





The
      Company, based on it’s proposed business activities, is a "blank check" company.
      The U.S. Securities and Exchange Commission, or SEC, defines those companies
      as
      "any development stage company that is issuing a penny stock, within the meaning
      of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended, (the
      “Exchange Act”) and that has no specific business plan or purpose, or has
      indicated that its business plan is to merge with an unidentified company or
      companies." Many states have enacted statutes, rules and regulations limiting
      the sale of securities of "blank check" companies in their respective
      jurisdictions. The Company, as defined in Rule 12b-2 under the Exchange Act,
      also is a “shell company,” which is defined as a company with no or nominal
      assets (other than cash) and no or nominal operations. Management does not
      intend to undertake any efforts to cause a market to develop in our securities,
      either debt or equity. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.





The
      Company is now a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of a
      company with a class of securities registered under the federal securities
      laws.
      The Company’s principal business objective for the next 12 months and beyond
      such time will be to achieve long-term growth potential through a combination
      with a business rather than immediate, short-term earnings. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





Competition





Currently,
      with our primary goal being the acquisition of a target company or business
      seeking the perceived advantages of being a publicly held corporation, the
      Company faces vast competition from other shell companies with the same
      objectives. The Company is in a highly competitive market for a small number
      of
      business opportunities which could reduce the likelihood of consummating a
      successful business combination. A large number of established and well-financed
      entities, including small public companies and venture capital firms, are active
      in mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.


Employees
 
 The
        Company currently has no employees.








**RISK
      FACTORS**





An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.





**There
      may be conflicts of interest between us, our management and our
      stockholders.**





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, Kuno
      Laren, our President, and Wonderful World of Magic, Inc., a control stockholder,
      are all currently involved with other blank check companies. Conflicts may
      arise, in the pursuit of business combinations with such other blank check
      companies with which they and other members of our management are, and may
      in
      the future be, affiliated. In the event that the Company desires to take
      advantage of an opportunity in which our officers, directors or control
      stockholder may also have an interest such officers and directors would abstain
      from voting upon the opportunity.





**No
      current operating history or revenues and minimal assets.**





As
      the
      Company has no current operating history or revenues and only minimal assets,
      there is a risk that we will be unable to continue as a going concern and
      consummate a business combination. The Company has had no recent operating
      history nor any revenues or earnings from operations since it disposed of it’s
      assets, and as result thereof we have no significant assets or financial
      resources. We will, in all likelihood, sustain operating expenses without
      corresponding revenues, at least until the consummation of a business
      combination. This may result in our incurring a net operating loss that will
      increase continuously until we can consummate a business combination with a
      profitable business opportunity. We cannot assure you that we can identify
      a
      suitable business opportunity and consummate a business
      combination.





**Speculative
      nature of the Company’s proposed operations.**





The
      success of the Company’s proposed plan of operation will depend to a great
      extent on the operations, financial condition and management of the identified
      target company. While management will prefer a business combination with and
      entity having an established operating history, there can be no assurance that
      the Company will be successful in locating a candidate meeting such criteria.
      In
      the event the Company completes a business combination, of which there can
      be no
      assurance, the success of the Company’s operations will be dependent upon
      management of the target company together with numerous other factors beyond
      the
      Company’s control.





**There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.**





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are and will continue to be an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.




2




**Our
      success depends entirely on the ability of management to locate and complete
      a
      business combination with an entity having an established operating
      history.**





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      a
      combination with an entity having an established operating history, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





**Our
      lack of funds will limit the extent of due diligence of
      candidates.**





Our
      limited funds and lack of full time management will prevent us from conducting
      a
      complete and exhaustive investigation and analysis of a candidate. Our
      determination as to whether to enter into a business combination will be made
      with limited due diligence, without detailed feasibility studies, market
      surveys, or such other information, which if adequate funds were available,
      would be desirable. Management’s decision will based to a large extent on the
      records provided by the candidates.





**The
      Company has no existing agreement for a business combination or other
      transaction.**





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





**Management
      intends to devote only a limited amount of time seeking a candidate which would
      be a suitable acquisition candidate.**





Management
      is engaged in other business ventures and does not anticipate devoting more
      than
      a few hours a week to the affairs of the Company. Our officers have not entered
      into any employment agreements and are not expected to do so in the future.
      This
      factor may seriously affect the Company’s ability to locate and consummate a
      successful business combination.





**The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.**





Candidates
      which do not initially meet the reporting requirements of The Exchange Act
      may
      delay or preclude acquisitions. We are subject to the reporting requirements
      of
      Sections 13 and 15(d) of the Exchange Act which require us to provide certain
      information about significant acquisitions, including certified financial
      statements of the company acquired, covering one, two, or three years, depending
      on the relative size of the acquisition. The time and additional costs that
      may
      be incurred by some candidates to prepare these statements may significantly
      delay or essentially preclude consummation of an acquisition. Otherwise suitable
      acquisition prospects that do not have or are unable to obtain the required
      audited statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.




3





**Further
      government regulation could adversely affect our operations.**





Although
      we will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”), since we will
      not be engaged in the business of investing or trading in securities. If we
      engage in business combinations which result in our holding passive investment
      interests in a number of entities, we could be subject to regulation under
      the
      Investment Company Act. If so, we would be required to register as an investment
      company and could be expected to incur significant registration and compliance
      costs. We have obtained no formal determination from the SEC as to our status
      under the Investment Company Act and, consequently, violation of the
      Investment Company Act could subject us to material adverse
      consequences.




**Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.**





If
      we
      enter into a business combination with a foreign concern, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





**There
      is currently no regular trading market for our common
      stock.**





Although
      from time to time our shares are quoted on the Pink Sheets, the shares are
      traded sporadically and no regular trading market exists for the shares. There
      is no assurance that a regular trading market will ever develop and if
      developed, that it will be sustained. Consequently our stockholders ability
      to
      trade or pledge their shares will be limited.





**The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.**





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.




4





**Our
      business will have no operating revenues unless and until we merge with or
      acquire an operating business.**





We
      are presently a development stage company and have had no current operating
      revenues from operations., however, we receive minimal interest payments from
      prior investments which are due to expire. The Company more then ten years
      ago
      ceased being an operating company and accordingly, will not realize any revenues
      unless and until it successfully merges with or acquires an operating business.




**The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.**





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      2,000,000 shares of common stock of which 800,000 shares are issued and
      outstanding and a maximum of 100,000 shares of preferred stock, none of which
      have been issued. Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and may result
      in
      substantial dilution in the percentage of our common stock held by our then
      existing stockholders. Moreover, the common stock issued in any such merger
      or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board of Directors
      has
      the power to issue any or all of such authorized but unissued shares without
      stockholder approval. To the extent that additional shares of common stock
      or
      preferred stock are issued in connection with a business combination or
      otherwise, dilution to the interests of our stockholders will occur and the
      rights of the holders of common stock might be materially and adversely
      affected.





**Our
      principal stockholders may engage in a transaction to cause the Company to
      repurchase their shares of common stock.**





In
      order
      to provide an interest in the Company to a third party, our principal
      stockholders may choose to cause the Company to sell Company securities to
      third
      parties, with the proceeds of such sale being utilized by the Company to
      repurchase shares of common stock held by the stockholders. As a result of
      such
      transaction, our management, principal stockholders and Board of Directors
      may
      change.





**The
      Company has conducted no market research or identification of business
      opportunities, which may affect our ability to identify a business to merge
      with
      or acquire.**





The
      Company has neither conducted nor have others made available to us results
      of
      market research concerning prospective business opportunities. Therefore, we
      have no assurances that market demand exists for a merger or acquisition as
      contemplated by us. Our management has not identified any specific business
      combination or other transactions for formal evaluation by us, such that it
      may
      be expected that any such target business or transaction will present such
      a
      level of risk that conventional private or public offerings of securities or
      conventional bank financing will not be available. There is no assurance that
      we
      will be able to acquire a business opportunity on terms favorable to us.
      Decisions as to which business opportunity to participate in will be
      unilaterally made by our management, which may act without the consent, vote
      or
      approval of our stockholders.





**Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.**





Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.




5





**We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.**




Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if the common stock failed to meet the criteria set forth in such rule, imposes
      various practice requirements on broker-dealers who sell securities governed
      by
      the rule to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.





**The
      Company has no plans to pay dividends**





Presently
      the Company does not anticipate paying dividends, cash or otherwise on its
      common stock. Payment of dividends at such time as financial conditions allow
      will be determined by the management of the Company at that time.





**No
      agreement to vote shares.**





None
      of
      the officers, directors or principal stockholders have agreed to vote their
      shares of common stock as a block or in accordance with the vote of the majority
      of all our non-affiliated future stockholders with respect to many business
      combination.





**Control
      by majority stockholders.**





Kuno
      Laren and Wonderful World of Magic, Inc., beneficially own approximately 65%
      of
      the Company’s outstanding shares. Since the Company’s certificate of
      incorporation does not provide for preemptive rights or cumulative voting,
      these
      stockholders will have the ability to elect directors and approve any
      transaction which requires stockholder approval.





**Item
      2. Property.**





The
      Company neither rents nor owns any properties. The Company currently has no
      policy with respect to investments or interests in real estate, real estate
      mortgages or securities of, or interests in, persons primarily engaged in real
      estate activities.





**Item
      3. Legal Proceedings.**





The
      Company is not party to any legal proceedings nor is it aware of any
      investigation, claim or demand made on the Company that may reasonably result
      in
      any legal proceedings.




6





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





None.





**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
      of
      Equity Securities.**





Common
      Stock





Our
      Certificate of Incorporation authorizes the issuance of up to 2,000,000 shares
      of common stock, par value $.01 per share. As of November 3, 2006, there were
      725,200 shares of common stock outstanding (excluding 74,800 shares of treasury
      stock).





Preferred
      Stock





Our
      Certificate of Incorporation authorizes the issuance of up to 100,000 shares
      of
      preferred stock, par value $1.00 per share (the “Preferred Stock”). The Company
      has not yet issued any of its preferred stock.





Our
      common stock is not listed or admitted to quotation on any established trading
      market. From time to time, quotes for our stock are reported on the Pink Sheets
      which is a centralized quotation service that collects and publishes market
      maker quotes for over-the-counter securities in real time.  Unlike
      companies the stock of which trades on a stock exchange, companies quoted on
      the
      Pink Sheets system do not need to meet quantitative
      and qualitative listing and maintenance standards or
      be
      registered or file reports with the SEC. Investors may obtain quotes for our
      common stock by entering our symbol, PNNT, in the input box of the Web site
      pinksheets.com. Such quotations reflect inter-dealer prices, without retail
      markup, markdown or commission, and may not represent actual
      transactions.





The
      high
      and low sales prices for our common stock, as reported by the Pink Sheets,
      have
      been as follows during the two years ended June 30, 2006:





Quarter
            
            Twelve
                Months Ended June 30, 2006
            
            Twelve
                Months Ended June 30, 2005High
            
            Low
            
            High
            
            Low1st
            
            $
            0.20
            
            $
            0.15
            
            $
            0.04
            
            $
            0.022nd
            
            
            0.15
            
            
            0.15
            
            
            0.04
            
            
            0.023rd
            
            
            0.15
            
            
            0.15
            
            
            0.12
            
            
            0.024th
            
            
            0.15
            
            
            0.15
            
            
            0.20
            
            
            0.12




As
      of
      December 31, 2005, there were approximately 134 holders of record of our common
      stock. This number of holders of record does not include beneficial owners
      of
      our common stock whose shares are held in the names of various security holders,
      dealers and clearing agencies.





The
      Company has not declared or paid any cash dividends on its common stock and
      does
      not intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.




7





Recent
      Sales of Unregistered Securities





The
      Company has not issued any securities during the last three years.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





Plan
      of
      Operation





The
      Company has not realized any revenues from operations since 1995 other than
      minimal interest payments from past investments, and its plan of operation
      for
      the next twelve months shall be to locate a suitable acquisition or merger
      candidate and consummate a business combination. The Company may need additional
      cash advances from stockholders to pay for operating expenses until the Company
      consummates the merger with a privately-held company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances, if needed, for at least the next twelve months, the Company
      can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      such period.





Results
      of Operations





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition or merger transactions. No revenue has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.




**Item
      7. Financial Statements.**





The
      Company submits with this report the financial statements and related
      information listed in the Index to Consolidated Financial Statements on page
      F-1
      following this report's signature page.





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms. Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s President and Secretary, of the
      effectiveness of the design and operation of the Company’s disclosure controls
      and procedures as of the end of the period covered by this Annual Report. Based
      on that evaluation, the Company’s management including the President, Principal
      Financial Officer and Secretary, concluded that the Company’s disclosure
      controls and procedures are effective, to provide reasonable assurance that
      information required to be disclosed in the Company’s reports filed or submitted
      under the Exchange Act is recorded, processed, summarized, and reported within
      the time periods specified in the Commission’s rules and forms. There have been
      no significant changes to the Company’s internal controls over financial
      reporting that occurred during our last fiscal quarter of the year ended June
      30,2006, that materially affected, or were reasonably likely to materially
      affect, our internal controls over financial reporting.




8





**Item
      8B. Other Information.**





None.





**Part
      III**





**Item
      9. Directors and Executive Officers of the Registrant.**





The
      following table sets forth certain information regarding the Company’s directors
      and executive officers:




Name
            
            Age
            
            Position
            
            TermKuno
                Laren
            
            83
            
            President,
                Director
            
            1996
                thru PresentInga
                Lamonica
            
            50
            
            Treasurer,
                Secretary and Director
            
            1996
                thru PresentAllan
                J. Rude
            
            67
            
            Director
            
            1996
                thru Present





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until
      their earlier resignation or removal.





Kuno
      Laren is a member of the board of directors, president and chief executive
      officer. Mr. Laren has been engaged in direct investments for over twenty-five
      years as a successful investor, investment banker and founder and manager of
      a
      number of operating companies. From 1952 to 1966, Mr. Laren was associated
      in
      various capacities with Shearson Hammill, Lehman Brothers, Smith Barney and
      Janney Montgomery. In the period from 1986 to 2006, Mr. Laren acted as the
      chief
      executive officer of AHSI, Inc. Grant Enterprise Ltd. and Kalex Corp., which
      were involved in various business such as operating nursing homes, armored
      couriers and plastics. Mr. Laren attended Stockholm University, Park University
      and was awarded a Masters Degree in Economics by New York
      University.





Inga
      Lamonica has been member of our board of directors, treasurer and secretary
      since 1996. Mrs. Lamonica’s principle vocation has been teaching. In addition
      from 1994 to 2005, she was treasurer of private real estate corp. She received
      a
      BA in Education from George Washington University and a MA in Education from
      Queens College.





Alan
      J.
      Rude has been a member of our board of directors since 1996. Mr. Rude is the
      founder of R. W. Wentworth & Co. Inc., which provides investment and
      business development advisory services to a wide range of clients with a
      concentration in the public sector. R. W. Wentworth was organized in 1998 to
      deliver competitive financial returns and increased benefits to its clients
      by
      incorporating socially responsible economic, environmental, social and corporate
      factors into strategic investments decisions. Mr. Rude has over 30 years of
      senior level experience in securities sales ands trading, corporate finance
      and
      entrepreneurial activities. Mr. Rude received a BA in economics from Cornell
      University and an MBA in finance from the Harvard Business School.




9





Mr.
      Laren, the President and a director of the Company, is the father of Inga
      Lamonica, the Treasurer, Secretary and a director of the Company.





The
      Board
      of Directors acts as the audit committee and the Board has no separate
      committees. The Company does not have a qualified financial expert at this
      time
      because it has not been able to hire a qualified candidate. Further, the Company
      believes that it has inadequate financial resources at this time to hire such
      an
      expert. The Company intends to continue to search for a qualified individual
      for
      hire.





COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934




Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended June 30, 2006 and written representations that no other
      reports were required, the Company believes that no person who, at any time
      during such fiscal year, was a director, officer or beneficial owner of more
      than 10% of the Company’s common stock failed to comply with all
      Section 16(a) filing requirements during such fiscal years.




Code
      of
      Ethics





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers
      and sole director serves in all the above capacities.





**Item
      10. Executive Compensation.**





Director
      Compensation





We
      do not
      currently pay any cash fees to our directors, but we pay directors' expenses
      in
      attending board meetings. During the year ended June 30, 2006 no directors
      expenses were reimbursed.





Officer
      Compensation





As
      noted
      in the summary compensation table below, the Company has not paid any salaries
      to any person during the last three years.





10




**SUMMARY
                COMPENSATION TABLE**




Long
                Term CompensationAnnual
                Compensation
            
            Awards
            
            PayoutsName
                andPrinciple
                Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Other
                Annual
              Compensation
              ($)
            
            Restricted
              Stock
              Award(s)
                ($)
            
            Securities
              Underlying
              Options/SARs
                (#)
            
            LTIP
              Payouts
                ($)
            
            All
                Other
              Compensation
                ($)Kuno
                Laren,
              President,
                Chief
              Executive
                Officer,
              Chief
                Financial
              Officer
            
            
            2005
              
              
              2004
              
              
              2003
            
            
            -
              
              
              -
              
              
              -
            
            
            -
              
              
              -
              
              
              -
            
            
            -
              
              
              -
              
              
              -
            
            
            -
              
              
              -
              
              
              -
            
            
            -
              
              
              -
              
              
              -
            
            
            -
              
              
              -
              
              
              -
            
            
            -
              
              
              -
              
              
              -





Employment
      Agreements





The
      Company is not a party to any employment agreements.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of October 31, 2006, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address(1)
            
            Amount
                and Nature
              of
                Beneficial Ownership
            
            
            Percentage
              of
                Class(2)Kuno
                Laren
            
            
            261,280
            (3)
            
            
            36
            %Inga
                Lamonica
            
            
            0
            
            
            
            0Allan
                J. Rude
            
            
            1,000
            
            
            
            *Norman
                King
            
            
            200,000
            
            
            
            27.37All
                Directors as a group(3
                individuals)
            
            
            262,280
            
            
            
            36.17
            %


*
      Less
      than 1% of class.




1.
      The
      address for each person referenced in the table is c/o the Company.


2.
      Based on 725,200 shares outstanding.


3.
      Includes 211,280 shares held by certain family
      members and affiliates of Mr. Laren.





**Item
      12. Certain Relationships and Related Transactions.**





None





11




**Item
      13. Exhibits and Reports on Form 8-K.**





(a)
      Index
      to Exhibits





Exhibit
                No.
            
            Exhibit
                Description
            
            LocationReference3.1
            
            Certificate
                of Incorporation
            
            13.2
            
            By-laws
            
            14.1
            
            Specimen
                form of common stock certificate.
            
            131.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                with
                respect to the registrant’s Annual Report on Form 10-KSB for the year
                ended June 30,2006
            
            132.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section
                906 of the Sarbanes Oxley Act of 2002
            
            1





1.
      Filed
      herewith.





(b) Reports
      on Form 8-K





None.





**Item
      14. Principal Accountant Fees and Services**





Demetrius
      & Company, L.L.C. is the Company's independent registered public accounting
      firm.





AUDIT
      FEES





The
      aggregate fees billed by Demetrius & Company, L.L.C. for professional
      services rendered for the audit of our annual financial statements and review
      of
      financial statements included in our Form 10-KSB or services that are normally
      provided in connection with statutory and regulatory filings were $6,000 and
      $8,000 for fiscal years ended June 30, 2006 and 2005, respectively.





AUDIT-RELATED
      FEES





There
      were no fees billed by Demetrius & Company, L.L.C. for audit-related
      services for the fiscal years ended June 30, 2005 or 2006.





TAX
      FEES





There
      were no fees billed by Demetrius
      & Company, L.L.C. for professional services for tax compliance, tax advice,
      and tax planning for
      the
      fiscal years ended June 30, 2005 or 2006 .





ALL
      OTHER
      FEES





There
      were no fees billed by Demetrius
      & Company, L.L.C. for other products or services for
      the
      fiscal years ended June 30, 2005 or 2006.





12




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




Kalex
                Corp.November
              13, 2006
            By:
            /s/
              Kuno
              LarenChief
                Executive Officer
              Chief
                Financial Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of Registrant and in the
      capacities and on the dates indicated.




Person
            
            Capacity
            
            DateKuno
                Laren
            
            President,
                Chief Executive Officer,
              Chief
                Financial Officer and Director
            
            November
                13, 2006Inga
                Lamonica
            
            Treasurer,
                Secretary and Director
            
            November
                13, 2006Allan
                J. Rude
            
            Director
            
            November
                13, 2006




13


**KALEX
      CORP.**





**FINANCIAL
      STATEMENTS**


**With
      Independent Auditors’ Report**





**JUNE
      30,2006**










**KALEX
      CORP.**





**INDEX
      TO FINANCIAL STATEMENTS**


Report
                  of Independent Registered Public Accounting Firm
              F-1Balance
                  Sheets
              F-2Statements
                  of Operations
              F-3Statements
                  of Stockholder’s Equity (Deficit)
              F-4Statements
                  of Cash Flows
              F-5Notes
                  to the Financial Statements
              F-6










**REPORT
      OF INDEPENDENCE REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and


Stockholders
      of Kalex Corp.





We
      have
      audited the accompanying balance sheet of Kalex Corp. as of June 30, 2006 and
      the related statements of operations, shareholder’s equity (deficit) and
      statement of cash flows for each of the two years in the period ended June
      30,
      2006. These financial statements are the responsibility of the company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Kalex Corp. as of June 30, 2006
      and
      the results of its operations and its cash flows for each of the two years
      in
      the period ended June 30, 2006 in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As more fully described in Note 2, the Company
      has incurred operating losses in fiscal 2006 and 2005, negative cash flows
      from
      operations in fiscal 2006, and has limited cash, factors which raise substantial
      doubt as to its ability to continue as a going concern. Management’s plans
      concerning these matters are also discussed in Note 2. The financial statements
      do not include any adjustments that might result from the outcome of these
      uncertainties.




/s/
                DEMETRIUS & COMPANY, L.L.C.Wayne,
                New Jersey
              November
                20, 2006





F-1




**KALEX
        CORP.**
 **BALANCE
        SHEETS**
 **YEAR
        ENDED JUNE 30, 2006**
  **ASSETS**Current
                  Asset:Cash
              
              $
              8,312Investment
                  in Wetland - Note 4
              
              
              -Total
                  Assets
              
              $
              8,312**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)**Current
                  Liabilities:Accounts
                  payable and accrued liabilities
              
              $
              8,000Due
                  to affiliates
              
              
              15,700Total
                  Current Liabilities
              
              
              23,700Stockholders'
                  Equity (Deficit):Preferred
                  stock - $1 par value; 100,000 shares authorized;No
                  shares issued and outstandingCommon
                  stock - $.01 par value; 2,000,000 shares authorized;800,000
                  shares issued and 725,200 outstanding
              
              
              8,000Additional
                  paid-in capital
              
              
              3,000Retained
                  earnings (Deficit)
              
              
              (3,363
              )Treasury
                  stock, 74,800 shares at cost
              
              
              (23,025
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (15,388
              )Total
                  Liabilities and Stockholders' Equity (Deficit)
              
              $
              8,312




**The
      accompanying notes are an integral part of the statements.**




F-2


**KALEX
        CORP.**


**STATEMENTS
        OF OPERATIONS**
 **YEAR
        ENDED JUNE 30, 2006**
  Years
                  EndedJune
                  30,2006
              
              2005Revenues:Interest
                  income
              
              $
              84
              
              $
              67General
                  and Administrative Expenses
              
              
              17,234
              
              
              9,565Expense
                  on investment loss
              
              
              
              
              
              8,000Total
                  expenses
              
              
              17,234
              
              
              17,565Net
                  Loss
              
              $
              (17,150
              )
              $
              (17,498
              )Basic
                  and diluted loss per share basedon
                  725,200 weighted average sharesof
                  outstanding stock:
              
              $
              (0.02
              )
              $
              (0.02
              )




**The
      accompanying notes are an integral part of the statements.**




F-3




**KALEX
        CORP.**
 **STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIT)**
 **FOR
        THE PERIOD FROM JUNE 30, 2003 TO JUNE 30, 2006**


Common
                Stock
            
            Additional
            
            Treasury
                Stock
            
            
            
            Total
              Stockholders'No.
                of
            
            
            
            Paid-In
            
            No.
                of
            
            
            
            Retained
            
            EquityShares
            
            Amount
            
            Capital
            
            Shares
            
            Amount
            
            Earnings
            
            (equity)June
                30, 2003
            
            
            800,000
            
            $
            8,000
            
            
            
            
            
            74,800
            
            $
            (23,025
            )
            $
            43,468
            
            $
            28,443Net
                loss for theyear
                endedJune
                30, 2004
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (12,183
            )
            
            (12,183
            )June
                30, 2004
            
            
            800,000
            
            
            8,000
            
            
            
            
            
            74,800
            
            
            (23,025
            )
            
            31,285
            
            
            16,260Net
                loss for theyear
                endedJune
                30, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (17,498
            )
            
            (17,498
            )June
                30, 2005
            
            
            800,000
            
            
            8,000
            
            
            
            
            
            74,800
            
            
            (23,025
            )
            
            13,787
            
            
            (1,238
            )Capital
                Contributed
            
            
            
            
            
            
            
            
            3,000Net
                loss for theyear
                endedJune
                30, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (17,150
            )
            
            (17,150
            )June
                30, 2006
            
            
            800,000
            
            $
            8,000
            
            $
            3,000
            
            
            74,800
            
            $
            (23,025
            )
            $
            (3,363
            )
            $
            (18,388
            )




**The
      accompanying notes are an integral part of the statements.**




F-4




**KALEX
        CORP**
 **STATEMENTS
        OF CASH FLOWS**
 **YEAR
        ENDED JUNE 30, 2006**


Years
                EndedJune
                30,2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Loss
            
            
            ($17,150
            )
            $
            (17,498
            )Write
                down of investment
            
            
            
            
            
            8,000Changes
                in Assets and Liabilities:Accounts
                payable and accrued expenses
            
            
            5,000Net
                Cash (Applied to) Operating Activities
            
            
            (12,150
            )
            
            (9,498
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Advances
                from affiliate
            
            
            15,700
            
            
            -Capital
                Contributed
            
            
            3,00018,700Increase
                (Decrease) in Cash
            
            
            6,550
            
            
            (9,498
            )Cash-beginning
                of the Year
            
            
            1,762
            
            
            11,260Cash-End
                of the Year
            
            $
            8,312
            
            $
            1,762SUPPLEMENTAL
                INFORMATION:Cash
                Paid for InterestCash
                Paid for Taxes
            
            $
            275
            
            $
            525




**The
      accompanying notes are an integral part of the statements.**




F-5


**KALEX
      CORP.**


**NOTES
      TO FINANCIAL STATEMENTS**


**JUNE
      30, 2006**





Note
                1
              **Organization
                  and Description of
                  Business**




Kalex
      Corp. (“the Company”) was incorporated on March 27, 1984 under the laws of the
      State of Delaware. The company is a publicly-owned holding company, not
      currently operating in any business. The company, through a wholly-owned
      subsidiary, was previously in the real estate business.





Note
              2
            **Summary
                of Significant Accounting
                Policies**





**Basis
      of Presentation**





The
      financial statements have been prepared on a going-concern basis which
      contemplates the realization of assets and liquidation of liabilities in the
      ordinary course of business. The company has incurred losses in the last three
      years and has minimal cash. The company has relied on cash infusions from
      parties related to the president and CEO of the company, and unless these
      continue, substantial doubt exists about the Company’s ability to fund future
      operations using its existing resources.




Future
      plans for funding the company include additional infusions from related parties
      and, or a merger with another company.





**Cash
      and Cash Equivalents**





The
      company considers all highly liquid debt instruments with an original maturity
      of three months or less when purchased to be cash equivalents. There were no
      cash equivalents as at June 30, 2006 and 2005.





**Use
      of Estimates**




Management
      uses estimates and assumptions in preparing these financial statements in
      accordance with generally accepted accounting principles. Those estimates and
      assumptions affect the reported assets and liabilities, disclosure of contingent
      assets and liabilities, and the reported revenue and expenses. Actual results
      could vary from the estimates that were used.




F-6




Note
              2
            **Summary
                of Significant Accounting Policies
                (continued)**





**Impairment
      of Long-Lived Assets**





The
      company regularly reviews long-lived assets for indicators of impairment.
      Management’s judgments regarding the existence of impairment indicators are
      based on performance. Future events could cause management to conclude that
      impairment indicators exist and that the value of long-lived assets is impaired.
      When events of circumstances indicate that the carrying amount of an asset
      may
      not be recoverable, the fair value of the asset is compared to its carrying
      value. Impairment losses are measured as the amount by which the carrying value
      of an asset exceeds its estimated fair value.


****


**Investment**





The
      company’s investment in the preferred shares of a heavy-duty equipment
      manufacturer, previously shown at cost, has been written off as of June 30,
      2005. (See Note 4)




**Loss
      per Common Share**





Basic
      loss per common share is computed by dividing the net loss by the weighted
      average number of shares outstanding during the period. Basic loss per share
      also excludes any dilutive effect of warrants.





**Income
      Taxes**





Income
      taxes are accounted for under the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities, and their respective tax bases and operating
      loss and tax credit carryforwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      year
      in which those temporary differences are expected to be recovered or
      settled.




**New
      Authoritative Accounting Pronouncements**





The
      Company does not anticipate that the adoption of recently issued accounting
      pronouncements will have a significant impact on its results of operations,
      financial position or cash flows.




F-7




Note
              3
            **Preferred
                Stock**





Since
      June 30, 2003, there have been no preferred shares issued and outstanding.
      The
      preferences, dividends, voting power, conversion rights, etc. will be determined
      by the Board of Directors at the time of issuance.





Note
              4
            **Investment
                in Manufacturing Company**





The
      Company made a $28,677 investment in Amphibious International Co., Inc.
      (“Amphibious”), a heavy equipment manufacturing company whose stockholders were
      also stockholders of the Company. The investment is comprised of shares of
      preferred stock. In 2004, $20,677 of the preferred shares were redeemed leaving
      a balance of $8,000 as at June 30, 2004. At that time, Amphibious merged into
      a
      successor company, Wetland Equipment Company, Inc. On June 30, 2005, management
      estimated that its investment was not recoverable from the successor company
      and
      wrote off its investment as of that date.





Note
              5
            **Commitments**





The
      Company used space in the home/office of one of its principals on a
      month-to-month basis. No rent was paid during the years ended June 30, 2006
      and
      2005.




Note
              7
            **Income
                Taxes**





As
      of
      June 30, 2006, the company had net operating loss carryforwards of approximately
      $500,000 expiring from 2009 to 2025.





At
      this
      time, the Company does not believe it can predict profitability for the
      foreseeable future. Accordingly, the deferred tax asset applicable to subsequent
      operations has been reduced in its entirety by the valuation allowance. The
      benefits of net operating losses will not be recognized until management
      determines that realization is more likely than not to occur.




The
      following is a schedule of the deferred tax asset and applicable valuation
      allowance:


Year
                  ended
                June
                  30, 2006Net
                  operating loss carryforward
              
              $
              500,000Deferred
                  tax asset
              
              
              172,000Valuation
                  allowance
              
              
              (172,000
              )Net
                  deferred tax asset
              
              $
              -0-




F-8




The
      reconciliation of estimated income taxes attributed to operations at statutory
      rates to the reported income tax expense (benefit) is as follows:


2006
              
              2005Expected
                  federal tax at statutory rates
              
              $
              (5,800
              )
              $
              (2,600
              )Change
                  in valuation allowance
              
              
              5,800
              
              
              2,600-0-
              
              
              -0-




Note
              8
            **Related
                Party Transactions**





A.
            The
                company has been operating out of the premises either owned by or
                leased
                to the president and CEO of the company. As the company is not generating
                any operational income, no rent has been charged to the
                company.





B.
            Some
                of the company’s bills have been paid by its president and CEO as well as
                other companies and individuals affiliated with the president. As
                of June
                30, 2006 a total of $15,700 is owed to the related parties as
                follows:




Kumala,
                Inc.
              
              $
              13,000Norman
                King
              
              
              2,700
  F-9