UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2004
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 000-24637
Telynx, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 94-3022377
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13520 Rye St. Suite 105, Sherman Oaks, CA 91423
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(Address of principal executive offices)
(310) 857-6736
(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
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. Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ].
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of July 31, 2004, there were
23,778,477 shares of the issuer's $.01 par value common stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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TELYNX, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
July 31, 2004
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ASSETS
Current Assets:
Cash and cash equivalents $ 53,695
Accounts receivable --
Deposits and prepaid expenses --
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Total Current Assets 53,695
Total Assets $ 53,695
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities $ 754,969
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Total Liabilities 754,969
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COMMITMENTS AND CONTINGENCIES --
Stockholders' Deficit
Preferred stock, $.01 par value - 1,000,000 shares
authorized; 500 shares issued and outstanding --
Common stock, $.01 par value - 1,005,000,000 shares
authorized; 23,778,477 shares issued and outstanding 237,785
Additional paid-in capital 34,432,335
Accumulated deficit (35,371,394)
Total stockholders' deficit (701,274)
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Total liabilities and stockholders' deficit $ 53,695
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See the accompanying notes to these condensed consolidated financial statements.
2
TELYNX, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended July 31 Nine months ended July 31
2004 2003 2004 2003
---- ---- ---- ----
Net revenues $ 70,000 $ -- $ 70,000 $ --
Cost of revenue -- -- -- --
------------- ----------- ------------- -------------
Gross profit 70,000 -- 70,000 --
Operating expenses:
Sales and marketing 1,466 -- 1,466 --
Services 15,000 -- 15,000 --
Research and development -- -- -- --
Administrative and general expenses 16,239 -- 16,239 --
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Total operating expenses 32,705 -- 32,705 --
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Income from operations 37,295 -- 37,295 --
Other income (expense)
Settlement/cancellation of debt -- -- -- 4,946,259
Loss on disposal of property -- -- -- (33,614)
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Total other income (expense) -- -- -- 4,912,645
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Interest Income -- -- -- --
Interest Expense -- -- -- --
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Net Income (Loss) $ 37,295 $ -- $ 37,295 $ 4,912,645
============= =========== ============= =============
Net income (loss) applicable to common shareholders $ 37,295 $ -- $ 37,295 $ 4,912,645
============= =========== ============= =============
Basic net income (loss) per common share $ 0.00 $ -- $ 0.00 $ 0.03
============= =========== ============= =============
Weighted average shares outstanding 20,445,144 187,784,770 19,334,033 187,784,770
============= =========== ============= =============
See the accompanying notes to these condensed consolidated financial statements.
3
TELYNX, INC. AND SUBSIDIARIES
CONDENSED
COSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended July 31
2004 2003
---- ----
Cash flows from operating activities:
Net income (loss) $ 37,295 $ 4,912,645
Adjustments to reconcile net loss to cash used in operating
activities:
Depreciation and amortization -- --
Beneficial conversion cost of convertible debt and warrants
Expenses and settlements paid with equity 15,000 --
Loss on disposal of property/equipment -- 33,614
Cancellation/settlement of debt -- (4,946,259)
Changes in assets and liabilities:
Receivables $ -- $ --
Prepaid expenses -- --
Other assets -- --
Accounts payable and accrued liabilities -- --
Deferred revenue -- --
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Net cash used in operating activities 52,295 --
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Cash flows from investing activities:
Additions to property and equipment $ -- $ --
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Net cash used in investing activities -- --
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Cash flows from financing activities:
Proceeds from issuance of convertible debt $ -- $ --
Proceeds from issuance of stock and warrants -- --
Borrowings on debt -- --
Payment on convertible debt
Other 1,400 --
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Net provided by operating activities $ 1,400 $ --
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Net increase (decrease) in cash and cash equivalents 53,695 --
Cash and cash equivalents, beginning of period -- --
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Cash and cash equivalents, end of period $ 53,695 $ --
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest paid $ -- $ --
Income taxes paid -- --
Non-cash financing activity:
Conversion of debt for common shares -- --
Discount of beneficial conversion on debt -- --
See the accompanying notes to these condensed consolidated financial statements.
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Item 2. Plan of Operation
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This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Critical Accounting Policy and Estimates. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to them
consolidated financial statements included in our Quarterly Report on Form
10-QSB for the period ended July 31, 2004.
5
Telynx, Inc. ("Telynx" or the "Company" or "we"), formerly Meadowbrook
Rehabilitation Group, Inc. and Cambio, Inc. acquired Cambio Networks, Inc.
("Networks") on September 14, 1998. From 1998 to 2002 we provided professional
services and supplies software products for operations support systems of
telecommunications networks. We encountered significant financial difficulties
in the third quarter of 2002 and ceased operations in August 2002. We
recommenced operations in April 2004.
Liquidity and Capital Resources. We had cash of $53,695 as of July 31, 2004, and
no other current assets as of that date. Our total current liabilities were
$754,969 as of July 31, 2004, which was represented solely by accounts payable
and accrued expenses. We had no long term commitments or contingencies.
We believe that our negative operational cash flow will be alleviated by
operations and investment. We were not conducting any operations from August
2002 through April 2004. However, there can be no assurance that, in the future,
we will conduct operations resulting in any revenue, or that additional
operating capital will be available on terms favorable to us. If adequate funds
are not available to us, we will not be able to recommence operations and begin
to generate revenue. If we are unable to raise additional capital in the future,
we may not be able to continue as a going concern. As a result of the above
conditions, our most recent audited financial statements contained a going
concern opinion.
FOR THE THREE MONTHS ENDED JULY 31, 2004 COMPARED TO THE SAME PERIOD ENDED
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JULY 31, 2003.
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Results of Operations.
Revenues. For the three months ended July 31, 2004, we generated $70,000 in
revenues from our operations, and with no cost of revenue, had $70,000 in gross
profit. This is in comparison to $0 that we had in revenues for the three months
ended July 31, 2003, along with no cost of revenue and no gross profit for the
three months ended July 31, 2003. The change in revenues is due to the fact that
we were dormant from August 2002 through, and commenced operations again during
April 2004.
Operating Expenses. For three months ended July 31, 2004, we had $32,705 in
operating expenses, which were represented by $1,466 in sales and marketing,
$15,000 in services, $0 represented by research and development, and $16,239
represented by administrative and marketing expenses. Therefore our income from
operations was $37,295, and our net income for the three months ended July 31,
2004 was also $37,295. This is in comparison to the three months ended July 31,
2003, during which time we were dormant and had no operations. Therefore, for
the three months ended July 31, 2003, we had no operating expenses, no other
income or expenses and no net income. The change in our net income, operating
expenses and net income is due to the fact that we had no operations after
August 2002 and began operations during April 2004.
FOR THE NINE MONTHS ENDED JULY 31, 2004 COMPARED TO THE SAME PERIOD ENDED
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JULY 31, 2003.
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Results of Operations.
Revenues. For the nine months ended July 31, 2004, we generated $70,000 in
revenues from our operations, and with no cost of revenue, had $70,000 in gross
profit. This is in comparison to $0 that we had in revenues for the three months
ended July 31, 2003, along with no cost of revenue and no gross profit for the
three months ended July 31, 2003. The change in revenues is due to the fact that
we were dormant from August 2002 through, and commenced operations again during
April 2004.
Operating Expenses. For nine months ended July 31, 2004, we had $32,705 in
operating expenses, which were represented by $1,466 in sales and marketing,
$15,000 in services, $0 represented by research and development, and $16,239
represented by administrative and marketing expenses. Therefore our income from
operations was $37,295, and our net income for the three months ended July 31,
2004 was also $37,295. This is in comparison to the nine months ended July 31,
2003, during which time we were dormant and had no operations. Therefore, for
the nine months ended July 31, 2003, we had no operating expenses, no other
operating income or expenses. However, during the nine months ended July 31,
2003, we had other income of $4,946,259 from the settlement or cancellation of
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debt, less $33,614 for loss on disposal of property, for total other income of
$4,912,645. Therefore our net income for the nine month period ended July 31,
2003 was $4,912,645. The change in our net income is due to the fact that we did
not recommence operations until April 2004, but had other income represented by
the settlement of the debt.
OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We have generated no revenues
since ceasing operations in August 2002. We were dormant from that time April
2004. In recent months, our management has been researching potential
acquisitions of assets or operations, or other suitable business partners which
will assist us in commencing new operations. We have not yet entered into any
formal or binding agreement to proceed with our business development, and we
cannot guaranty that we will acquire or begin any operations or assets, or enter
into any similar transaction, or that in the event that we are able to
recommence operations in any manner, that this effort will succeed or that such
activity will increase the value of our common stock. We intend to continue to
explore ways of restarting our business operations.
We had cash of $53,695 as of July 31, 2004. In the opinion of management,
available funds will not satisfy our working capital requirements for the next
twelve months. Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties and
actual results could differ as a result of a number of factors.
We plan to raise operating funds through private and institutional or other
equity offerings. We may attempt to secure other loans from lending institutions
or other sources. There is no guarantee that we will be able to raise additional
funds through offerings or other sources. If we are unable to raise funds, our
ability to restart our business will be hindered.
In the event that we experience a shortfall in our capital, we hope anticipate
that our officers and directors will contribute funds to pay for our expenses to
achieve our objectives over the next twelve months. However, our officers and
directors are not committed to contribute funds to pay for our expenses.
We are not currently conducting any research and development activities. We do
not anticipate that we will purchase or sell any significant equipment. In the
event that we generate significant revenues and expand our operations, then we
may need to hire additional employees or independent contractors as well as
purchase or lease additional equipment.
Off-Balance Sheet Arrangements. There are no off balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.
Item 3. Controls and Procedures
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(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of July 31, 2004,
the end of the period covered by this report, our chief executive officer and
the principal financial officer concluded that our disclosure controls and
procedures were effective.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
7
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
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None.
Item 2. Changes in Securities.
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During the quarter ended July 31, 2004, the board of directors approved a 10 to
1 reverse split. The reverse was effective on July 14, 2004.
During the same period, the Company entered into an agreement for consulting
services to third parties paid for by the Company's Class A common stock. Total
shares issued for these services were 5,000,000 shares of the Company's Class A
common stock for a total consideration of $50,000.
Item 3. Defaults Upon Senior Securities
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None.
Item 4. Submission of Matters to Vote of Security Holders
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None.
Item 5. Other Information
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None.
Item 6. Exhibits and Reports on Form 8-K
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31. Rule 13a-14(a)/15d-14(a) Certifications.
32. Section 1350 Certifications.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Telynx, Inc.,
a Delaware corporation
August 29, 2006 By: /s/ Talieh Safadi
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Talieh Safadi, President, CEO, and
Director
9