UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-KSB AMENDED
  T
              Annual
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended December 31,
2007
  £
              Transition
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the transition period from
___to___
  Commission
File Number  0-29711
  Subjex
Corporation
 (Exact
name of issuer as specified in its charter)
 
  Minnesota
              
              41-1596056(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification No.)3245 Hennepin Ave S Suite 1,
      Minneapolis MN
              
              55408(Address
      of Principal Executive Offices)
              
              (Zip
      Code)
  612-827-2203
 (Issuer’s
telephone number)
  (Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
 
 Securities registered pursuant to
Section 12(b) of the Exchange Act:None
  Securities
registered pursuant to Section 12(g) of the Exchange Act:
  Common
Stock, no par value
  
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  £
  T o
  Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not 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 or any amendment to
this Form 10-KSB.     £
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £No T
  
 
  In the
original filing of the 10KSB for December 31, 2007 a section
of  paragraphs was inadvertently left out under Item
8A  necessitating this amended filing to include the unintentional
omitted information. This second 10KSB/A is in answer to an SEC letter dated
August 14, 2008 requesting additional revisions.
  ITEM
      8A.
              Controls
      and Procedures
   Internal ControlOver Financial
Reporting
  It is management’s
responsibility for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15 (f) under the Exchange
Act.
  Since the Company does not have an audit
committee, its Board of Directors oversees the responsibilities of the audit
committee. Its membersreview all accounts and figures
(accounting systems) that pertain to accounting and the financial condition of
the companyon a weekly
basis. This includes
accounts payable, stocksand any other accounting
issues.Banking matters are done on a daily
basis. This isthenforwarded to an out of house accounting
firm who does all our accounting onQuick Books. Our staff and the
accounting firm are in contact on a daily basis.The accounting firm is owned
by Sharon Hyder, a member of our board of directors and the mother of the CEO,
Andrew Hyder. Management believes that the fees paid to the accounting firm are
equivalent to those that would be paid for similar services in an arm’s length
transaction.
   The Board is fully aware that there is
not a clear segregation of duties due to the small number of employees dealing
with general administrative and financial matters. The procedures
followed to obtain evidence of the operating effectiveness of the internal
controls over financial reporting are integrated with the daily responsibilities
of the CEO and CFO.However, the
board has determined that considering the employees involved and the control
procedures in place, and the risks associated with such lack of segregation are
insignificant and the potential benefits of adding employees to clearly
segregate duties does not justify the expenses associated with such increases at
this time.As the Company
further grows its operations, management expects to continue to modify its
Controls and Procedures as necessary to remain in and maintain compliance with
applicable law. It is therefore the conclusion of management that the above
described internal controls over financial reporting are not only effective but
in accordance with Item 308 (T) of Regulation S-B.
  Evaluation
of Disclosure Controls and Procedures
  Based on
the Board of Directors most recent review, as of the end of the period covered
by this report, the Company’s principal executive officer and acting chief
financial officer has concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated to the
Company’s management as appropriate to allow timely decisions regarding required
disclosure and are effective to ensure that such information is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. There were no significant changes in the Company’s
internal controls or in other factors that could significantly affect those
controls subsequent to the date of their evaluation.
 
 Limitations
on the Effectiveness of Controls
 
 Our
management does not expect that our disclosure controls and internal controls
will prevent all error and all fraud.  A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management or board override of the control.  The design
of any system of controls also is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions; over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.
  
  Subjex
Corporation (“Company”) acknowledges and confirms that:
 
 ·
              The
      “Company” is responsible for the adequacy and accuracy of this disclosure
      and correspondence.
 ·
              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and
 ·
              the
      company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States
 
 
 SIGNATURES
 
 Pursuant to the requirements of Section
13 or 15(d) of the Securities and Exchange Act of 1934, the Issuer has duly
caused this report to be signed on its behalf by the undersigned officers and/or
Directors, there unto duly authorized.
 
 Subjex Corporation
 Date:  August 29,
2008
 
 NAME
              
              TITLE/s/AndrewD.Hyder
              
              President, Chief Executive Officer
      and acting Chief FinancialOfficer,
 
 In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of Subjex Corporation and in the capacities
and on the dates indicated.
  Signature
              
              Title
              
              Date/s/
      Andrew D. Hyder
                Andrew
      D. Hyder
              
              President,
      CEO and acting CFO
              
              August
      29, 2008