Michelex Corp (fka MLXO)

[sawdin]

I am not a lawyer, but it appears that the ‘Convertible Notes Payable – Past Due” that are referenced in Michelex’ DRAFT FINAL AUDIT REPORT OF 12-31-2010 is AJW PARTNERS, LLC.


http://michelex.com/UploadedFiles/DraftofFinalAuditReport.pdf


From Michelex’ Form SB-2 (page 19) filed with the SEC on 12/4/2006

In July 2006, the Company entered into a Securities Purchase Agreement with several investors whereby the Company would issue an aggregate of $1,200,000 in 6% convertible secured notes and warrants to purchase up to 10,000,000 shares of the Company’s common stock. The notes are due on July 28, 2009 and may be converted into common stock at any time prior to maturity at the option of the holder. The loan may be converted at a conversion price which is the lesser of $.20 or a discounted average trading price of the shares (the discount being dependent on the meeting of certain registration conditions). The holder is limited in the conversions prior to maturity date to the greater of $60,000 per calendar month or the average daily dollar volume calculated during the ten business days prior to conversion. In addition, the agreement puts limitations on certain types of transactions. In July 2006, the Company closed on the first portion of the notes aggregating $400,000. The Company will receive an additional $400,000 upon the filing of this Registration Statement and an additional $400,000 immediately after effectiveness.

From the separate Securities Purchase Agreement filed at the same time as the SB-2:

WHEREAS:

A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) 6% secured convertible notes of the Company, in the form attached hereto as Exhibit “A”, in the aggregate principal amount of One Million Two Hundred Thousand ($1,200,000) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”), convertible into shares of common stock, par value $.001 per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Notes and (ii) warrants, in the form attached hereto as Exhibit “B”, to purchase 10,000,000 shares of Common Stock (the “Warrants”).

And from the same Agreement:

IN WITNESS WHEREOF, the undersigned Buyers and the Company have caused this Agreement to be duly executed as of the date first above written.


MICHELEX CORPORATION


________________________________________Thomas Gramuglia
Chief Executive Officer


AJW PARTNERS, LLC
By: SMS Group, LLC


________________________________________Corey S. Ribotsky
Manager


RESIDENCE: Delaware