SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(AMENDMENT NO. 10 )

Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Engex, Inc.
(Name of Issuer)
 
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities

292851102
(CUSIP Number)

David Selengut, Esq.
c/o Ellenoff Grossman & Schole LLP
150 East 42 nd Street
New York, NY 10017
(212) 370-1300
______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 

January 31, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
 
Note: schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
Page 1 of 6 pages

 
 
 


SCHEDULE 13D/A
 
CUSIP No. 292851102
 Page 2 of 6 pages

1
NAME OF REPORTING PERSON
J. Morton Davis
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
    See Item #3 herein
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
  709,869
8
SHARED VOTING POWER
  0
9
SOLE DISPOSITIVE POWER
  709,869
10
SHARED DISPOSITIVE POWER
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,693
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.75%
14
TYPE OF REPORTING PERSON*
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 




 
 
 


SCHEDULE 13D/A
CUSIP No. 292851102
  Page 3 of 6 pages

1
NAME OF REPORTING PERSON
Rosalind Davidowitz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
    See Item #3 herein
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
  326,824
8
SHARED VOTING POWER
  0
9
SOLE DISPOSITIVE POWER
  326,824
10
SHARED DISPOSITIVE POWER
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,693
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.75%
14
TYPE OF REPORTING PERSON*
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 




 
 
 





SCHEDULE 13D/A
CUSIP No. 292851102
  Page 4 of 6 pages

1
NAME OF REPORTING PERSON
Rivkalex Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
    See Item #3 herein
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
    New York
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
  167,429
8
SHARED VOTING POWER
  0
9
SOLE DISPOSITIVE POWER
  167,429
10
SHARED DISPOSITIVE POWER
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  167,429
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14
TYPE OF REPORTING PERSON*
CO.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 




 
 
 


J. Morton Davis,  Rosalind  Davidowitz  and Rivkalex Corporation ("Rivkalex"), (collectively, the "Reporting Parties") hereby amend the following  Items in their  statement  on Schedule  13D relating to the common stock,  $.10 par value ("shares") of Engex, Inc. (the "Issuer")as follows:

Item 3. is hereby amended by adding the following new paragraph thereto:

Since the previously filed Schedule 13D, Amendment No. 9, Rosalind Davidowitz used her personal funds to purchase the additional shares.

Item 4. is hereby partially amended as follows:

The purchases were for investment purposes only and not to effect any plan described in (a) - (j) of Item 4.

Item 5. (a) is hereby amended in its entirety as follows:

As of January 31, 2011, Mr. Davis may be deemed to beneficially own 1,036,693 shares (4) or 63.75% of the Issuer's shares as follows: (i) 58,854 shares owned by D.H. Blair Investment Banking Corp. ("Blair Investment"), (ii) 167,429 shares owned by Rivkalex Corporation, (iii) 159,395 shares owned by Rosalind  Davidowitz, and (iv) 651,015 shares owned directly by J. Morton Davis.

As of January 31, 2011, Rosalind Davidowitz may be deemed to beneficially own 1,036,693 shares or 63.75% of the Issuer's shares as indicated in (i) - (iv) above.(5).

As of January 31, 2011, Rivkalex may be deemed to beneficially own 167,429 shares or 10.2% of the Issuer's shares.

(c) On December 1, 2010, Rosalind Davidowitz purchased 1,800 shares at prices between $3.50 and $3.67 per share.  On December 15, 2010, she purchased 500 shares at prices between $3.60 and $3.83 and on December 20, 2010 she purchased 100 shares at $3.61 per share.  All the purchases were made in the open market.

 
 
 
 
 
____________________________________________
 
 
(4)  Although Mr. Davis is including securities owned by Rosalind Davidowitz and Rivkalex in the aggregate amount of shares owned by him, filing of this statement shall not be deemed an admission by J. Morton  Davis that he beneficially owns the securities  attributed  to Rosalind Davidowitz or Rivkalex for any purpose.  J. Morton Davis expressly disclaims beneficial ownership of all securities held by Rosalind Davidowitz and Rivkalex.

(5)  Although Mrs. Davidowitz is including securities owned by J. Morton Davis and Blair Investment in the aggregate amount of shares owned by her, filing of this statement shall not be deemed an admission by Mrs. Davidowitz that she beneficially owns the securities attributed to J. Morton Davis or Blair Investment for any purpose.  Mrs. Davidowitz expressly disclaims beneficial ownership of all securities held by J. Morton Davis and Blair Investment.
 
 

 
Page 5 of 6 pages


 
 

 
 
 
 
 
SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.


Date:  February 10, 2011
           New York, New York
       / s/ J. Morton Davis
            J. Morton  Davis



Date:  February 10, 2011
           New York, New York
        /s/ Rosalind Davidowitz
             Rosalind Davidowitz



 
 
Date:  February 10, 2011
           New York, New York
     RIVKALEX CORPORATION
 
By: /s/ Rosalind Davidowitz
             Rosalind Davidowitz















Page 6 of 6 pages



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