UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITES EXCHANGE
ACT OF 1934 For the fiscal year ended October 31, 2005
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period of to
Commission File No. 000-24637
TELYNX, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3022377
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
13520 Rye Street, Suite 105, Sherman Oaks, Ca 91423
(Address of Principal Executive Offices)
(310) 857-6736
(Registrant's telephone number, including area code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period of 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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 [X] NO [_].
The aggregate market value of the voting stock (Class A Common Stock, $.01 par
value) held by non-affiliates of the registrant on October 31, 2005 was $253,702
based on the closing sales price of the Class A Common Stock on such date.
The number of shares of Class A Common Stock outstanding on October 31, 2005 was
126,851,298. There are no shares of Class B Common Stock outstanding.
Telynx, Inc. revenue for the twelve months ending October 31, 2005 was $0.
DOCUMENTS INCORPORATED BY REFERENCE None.
TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES [ ] NO [X]
TELYNX, INC.
2005 Form 10-KSB
Table of Contents
PART I
Item 1. Description of Business 3
Item 2. Description of Property 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5 Market for Common Equity and Related Stockholder Matters 9
Item 6 Management's Discussion and Analysis or Plan of Operation 13
Item 7 Financial Statements 17
Item 8 Changes in and Disagreements With Accountants on Accounting
And Financial Disclosure 22
Item 8A Controls and Procedures 22
Item 8B Other Information 22
PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons 23
Item 10 Executive Compensation 24
Item 11 Security Ownership of Certain Beneficial Owners and Management 25
Item 12 Certain Relationships and Related Transactions 26
Item 13 Exhibits 26
Item 14 Principal Accountant Fees and Services 26
Signatures 29
Certifications
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PART 1
Item 1 Description of Business
We were dormant from August 2002 until April 2004. We design and market a line
of software products and related services to telecommunications service
providers. Specifically, our software is designed to be an integral part of the
operations support system environment of telecommunications service providers.
Our software is designed to track inventory, provision new telecommunications
service, and provide a tool for managing network bandwidth. While the software
is designed to manage telecommunications service provider networks, we believe
it can also be used to track and manage any network. Our services relate to the
implementation of our software and the general consulting surrounding network
management.
We have leveraged our relationship with key industry players such as Hewlett
Packard in order to gain penetration in the marketplace. Specifically,
individual long standing relationships in international markets have produced
business for us in the Middle East as well as the Far East. The first two years
of product revenue for us were derived in large part from these sources.
Additionally, we have made a significant investment in participating with
industry forums such as the Telemanagement Forum to further our position in the
domestic market. These forums provide industry standards, direction, and
catalyst function to the market in general. Telynx has participated for the last
two years in these activities. In combination, these two strategies have
leveraged our market awareness.
On September 14, 1998, we acquired Cambio Networks, Inc., pursuant to an
agreement and plan of merger, dated as of April 3, 1998, as amended by the
agreement of amendment, dated as of July 27, 1998. Under the terms of the
agreement, Networks' shareholders received an aggregate of 619,421 shares of our
Class A common stock representing approximately 32.3% of the then outstanding
Class A and Class B common stock. The primary product of Cambio Networks was the
Command product. The acquisition of the telecommunications product enabled us to
diversify into other operations.
On October 20, 1998, we changed our name from Meadowbrook Rehabilitation Group,
Inc. to Cambio Inc. and in November 2000, we changed our name to Telynx, Inc.
Prior to June 30, 1998, we provided outpatient, home health, and traditional
acute, sub-acute and post-acute comprehensive rehabilitation services. Since the
beginning of the fiscal year ended June 30, 1997, and as a result of poor
operating results and poor prospects for growth in their respective markets, our
board of directors began to sell our healthcare operating assets. As of June 30,
1998, our assets consisted mainly of cash and accounts receivable.
On February 2, 1999, we entered into an agreement with Imperial Loan Management
Corporation whereby we transferred all of the issued and outstanding stock of
our discontinued healthcare subsidiaries to Imperial. Under the terms of the
agreement, Imperial used its best efforts to liquidate each of the subsidiaries,
settling outstanding obligations and collecting all amounts due. We are entitled
to receive one-half of any amounts remaining after payment of the Imperial
loans, which were settled and paid January 4, 2001 after Imperial liquidated
assets to settle the loans, and expenses. We are informed that Imperial has
received monies in settlement on some of the receivables totaling approximately
$641,000. These funds were used to pay off the loans and related interest of
approximately $641,000 from Imperial Loan Management Corp. on January 4, 2001.
Approximately $700,000 of assets in the form of receivables remain uncollected
or unsettled, which Imperial is continuing to use its best efforts to collect
on. We consider the realization of the remaining assets to be unlikely and,
therefore, we have fully written off such assets. All other material obligations
of the subsidiaries have been settled.
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On June 1, 2001, our shareholders met to discuss and vote on a proposal
recommended by our Board of Directors related to a 1-for-2 reverse stock split.
Shareholders voted for approval of the 1-for-2 reverse stock split and we filed
an amendment to the corporation's charter with the State of Delaware and the
1-for-2 reverse stock split was subsequently effective on June 4, 2001.
Our goal is to become the premier provider of software solutions by providing
the telecommunications and wireless communication industries with the highest
utilization of their capital and giving our customers competitive advantage in
providing new and enhanced services within their markets. We continually strive
to broaden our solution offerings to increase market share for our customers by
delivering end-to-end turnkey solutions amplifying usability and simplicity
designed for end user. Based on estimates from Frost & Sullivan, the total
Operations Support Systems (OSS) market is estimated at over $16 billion in the
year 2002. Inventory/Provisioning represents 3% of this market. We hope that we
will be able to broaden our offerings into other areas within the space such as
service activation and work flow management. We hope that this will provide
additional market potential for us in the coming years.
On September 30, 2002 we transferred all our records into storage and closed our
doors.
On March 31, 2004, Paul Mataras and Talieh Safadi came to an agreement with the
former Board of Directors to form our new management team. We filed a report on
Form 8-K on April 12, 2004 to report that change. At that time, we were trying
to address our liability issues and other compliance issues. We have not timely
filed any period reports since our 2002 fiscal year. Our last timely quarterly
report on Form 10-QSB was for the quarter ended July 31, 2002 filed on September
9, 2002; our last timely annual report on Form 10-KSB was for the fiscal year
ended October 31, 2001 filed on February 13, 2002.
Products and Services
We offer inventory control and provisioning and trouble ticket management
solutions to the telecommunications, wireless, cable, VoIP (Voice over Internet
Protocol) and ISP (Internet Service Provider) markets. Our technology solutions
are geared at streamlining and reducing provisioning intervals and addressing
revenue leakage for telecommunications service providers. We released our
current flagship product Telynx v2, in March of 2001 and we believe it was met
with wide acceptance from the market, partners, and customers at that time. We
were dormant between August 2002 and April 2004 and were unable to conduct
operations during that time. In April 2004, we began investigating ways to
resume operations.
At the end of 2004 and during the 2005 the company focused on developing the
next generation of products and services.
Product Improvements
In September of 2000, we released a re-engineered version of the original
netRunner product to market, netRunner CMP v5. Significant time and effort was
spent in re-engineering the product to be a completely open and scalable
architecture based on industry standards. We believe that scalability and open
interfaces are seen as the keys to market penetration moving forward. Version 5
was further enhanced in architecture and was introduced as Telynx v2 in March of
2001. We believe that Telynx v2 was very well received in the market by our
partners, by prospects viewing the product and by the industry forums in which
we participate. We use a variety of sources for input into the product direction
and functionality. These sources consist of industry forums, telecommunications
consultants, customer usage and general industry trends from key periodicals.
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In May of 2001, we announced our new Revenue Assurance offering. Revenue
Assurance is a new market space for us, but remains in the OSS space. Revenue
Assurance is the process by which a carrier/service provider validates that it
is billing for services provided, accurately rating plans for billing, and
assuring that service is properly provisioned. Frost & Sullivan and Deloitte
Touche estimated in 1998 and 2000, through their readily available newsletter on
the telecommunications industry, that somewhere between 2-12% of revenue is lost
due to one of these factors. These reports are available on-line through the
respective web sites. Some fees may apply. In times of increasing competition
and the need to show clear value differentiation, we believe that our Revenue
Assurance offering is a cost-effective solution.
In September 2002, we were about to release Telynx 2.0, which was to include the
Revenue Assurance module. We had hoped that this would give us more product
capability and allow us to grow a lot faster. Unfortunately, we did not have
sufficient funds to continue operating and had to close our doors.
In April 2004, our new management team of Messrs. Mataras and Safadi. In August
2004, we reviewed the Telynx 2.0 release of the product and we found it
inadequate for release and lack of compliance to our requirements. We made a
decision to redesign the products. As of today we still have not officially
released any products.
Professional Services
Since July 2000, we have continued to engage in services for the Telecom Egypt
project. These services relate to additional customization that Hewlett Packard
("HP") had contracted with us to provide. We met all deliverables against the
original contract. We believe that our expertise and quality of deliverables
caused HP to continue engaging us for other related services. In January of
2001, we completed and received customer sign-off for the TM Touch Wireless
project. The project was officially commissioned with Hewlett Packard and
Telecom Cellular on May 2, 2001. We also successfully completed our
implementation with Avista Communications. Final project deliverables were
completed in June of 2001. We also began projects with Ericsson and the City of
Toulouse in France. In June of 2001, we announced an initial project with Saudi
Telecom for data loading. However, due to lack of operational funds the company
could not meet its obligations.
In July 2004, we continued to engage in services for the Telecom Egypt project.
These services relate to additional support services contracted to Hewlett
Packard for the Telecom Egypt project.
In 2005, we did not provide any services.
Marketing and Sales
We are targeting the telecommunications market with our suite of products and
solutions. We believe that the telecommunications industry is primarily focused
in the area of providing convergent services to the public and private sector.
These services include voice, data and multi-media. Our management team
estimates that our solution offering is positioned to cover the asset management
platform that is considered a crucial part of the Operations Support Systems
(OSS) area of the telecommunication industry, including the fixed line,
wireless, cable, VoIP, and ISP segments. We believe that providing a system that
assists in the areas of network inventory, provisioning, circuit allocation and
assignment, as well as bandwidth utilization helps the service providers with
faster time to market activity and more reliable service maintenance.
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Our marketing activity is focused on the service providers. This market includes
the Regional Bell Operating Company (RBOCs), Competitive Local Exchange Carrier
(CLECs), Incumbent Local Exchange Carrier (ILECs), Broadband providers,
cellular, Public Telephone and Telegraph (PTTs), cable operators, Voice over IP
(VoIP) providers and Internet providers. We concentrate our attention on joining
the forums in which new strategies are molded and service providers look for
guidance. Our involvement in the TMF (Telemanagement Forum) is such an example.
Other marketing activities include the joint representation between us and our
partners in trade shows and specialized exhibitions.
We believe that our market potential on a global basis is significant. In our
management's estimation, there are several factors to which this growth
potential can be attributed. First, deregulation of telecommunications is
occurring on a global scale. We believe this causes significant expansion in the
market where previously it was fixed. In addition, we believe that the worldwide
demand for bandwidth has caused an explosion in infrastructure building. This
infrastructure is both wire line based and wireless based. Therefore, our sales
strategy is both direct and indirect. We intend to leverage our partner
relationship to penetrate markets we currently do not have resources to focus on
directly and we are directly targeting the North American, European, Middle
Eastern, and Asian markets.
Our recent closure and lack of product improvements over two years has forced us
to change our approach to the market. We used to concentrate on tier-1 accounts.
This limited our marketing effort. By re-designing the product and making the
use of the product over the internet, we believe we can increase our potential
customer base from 1,200 companies to over 200,000 world-wide. Our management
believes that all these changes can give us the ability to work with tier-2 and
tier-3 companies, expanding our potential market. We believe that this new
approach would allow any potential user to join our program and make access to
our product easy and cost effective. In addition, we hope that this new
marketing approach will generate re-occurring income, which will provide us with
more financial stability.
Partnership and Alliance
The market requires that we have both a competitive and a collaborative
strategy. We believe that the industry is driving the OSS market away from point
solutions and towards a single solution offering. Our partnership and alliance
strategy is designed with this in mind. We hope to leverage our market presence
by adhering to the OSS/J Initiative, 3GPP, eTOM and NGOSS standards which are
the latest standards in the business. Also, as of September 2004, we rejoined
the Telemanagement Forum, a primary organization that deals with industry
standards and support for its members.
In May of 2005, our company exhibited at the Telemanagement Forum in Nice
France.
Software Development
We continue to focus our product development on our basic software products,
which consist of modules that perform Inventory Control and Provisioning, along
with Service and Support modules and Resource Time Management modules. We
anticipate adding additional capabilities that relate to data loading, data
synchronization with live networks, revenue assurance, order management, and
activation. Our management expects there to be an ever increasing demand for
integration into existing environments. We believe that the new version of the
software, known as Telynx II is the most flexible, more feature filled and
easiest to use product in the market. Telynx II is based on Web services which
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we believe makes the product very attractive to many organizations from
economical and ease of use perspective. In addition, it is widely known that the
key to a successful flow-through provisioning system is the data and how it is
handled. We believe that how data is input, how it is migrated, how it is
maintained and the processes for accomplishing this are the determining factors
in successful implementations. Our management is of the opinion that we are
already seeing the demand for products and services in this regard, and
therefore, we have begun to develop solutions to address them.
Competition
Competition in the telecommunications markets is intense. However, we believe
that the segment of the market within which we compete is currently
under-served. Our top five competitors are Netcracker, Cramer Systems Europe
Ltd., Eftia, Telecordia and Metasolv. The combined revenue for
inventory/provisioning solutions provided by these vendors is less than the
total market size as reported by Frost & Sullivan. While competition in this
segment is not intense, we estimate that the rapid changes within the industry
as a whole could change this. We hope that our continued development of enhanced
network management and operational support systems should broaden the range of
available competing products. Competitors include hardware manufacturers that
have developed software (or obtained software from third parties) to operate on
their hardware. We also encounter competition from a large number of small
software developers, which sell software or integrated systems either for
specific industries or applications within those industries.
Yet we can say that none of our competitors provides their products or services
over the Internet.
We believe that in order to maintain and improve our competitive position, we
must continue to offer comprehensive services that help customers effectively
implement a complete, integrated software solution by providing a full range of
industry-leading consulting, integration, training and customer support
services. The timely delivery of flexible, cost-effective solutions for the
growing dynamic marketplace will continue to be our competitive initiative. We
believe our international focus provides a competitive advantage moving forward.
Some of our competitors have little or no international presence.
Intellectual Property and Proprietary Rights
We rely on a combination of copyright, trademark and trade secret laws,
confidentiality procedures and licensing arrangements to establish and protect
own proprietary rights. Presently, we have no patents, no patent applications on
file, and no intent to file patent applications in the near future. As part of
our confidentiality procedures, we enter into non-disclosure agreements with our
employees, distributors and corporate partners, and license agreements with
respect to our software, documentation and other proprietary information.
Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use our products or technology without authorization, or to
develop similar technology independently. In selling our products, we rely on
both signed license agreements and "shrink wrap" licenses that are not signed by
licensees and, therefore, may be unenforceable under the laws of certain
jurisdictions. In addition, effective protection of intellectual property rights
is unavailable or limited in certain foreign countries. Currently, we have
issued Telynx Version 3.0. This release is totally owned by us and there are no
longer any source code co-ownership issues we had with prior software sold. The
initial netRunner product was acquired technology in 1998. Under a joint
code-ownership agreement with Phifer Consulting, the code was developed and
exclusively marketed by Telynx. Release 4.5 of netRunner in February of 1999 was
developed exclusively by us. The co-ownership agreement of original source code
was terminated by the mutual agreement between Phifer Consulting and us. The
Telynx II is totally owned by us.
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We have secured the domain name www.telynx.net for the company. The website
provides the public with information about the company, its product, and
services. We also provide a link to all press releases or updates issued by the
company.
Research and Development
We opened a Research, Development and Support office in Northern Israel to
develop the new version of its software. This office is approximately 800 square
feet in size and is leased at a rate of $250 per month. We currently have three
developers.
The main focus of these engineers is to write codes for the new product. In the
early stage, most of the time was spent on evaluating the Telynx II and its
marketability.
The office was designed to keep the over head low. The operation was fully
funded from revenues received by the company through the HP contract.
Government Regulation
Employees
Item 2 Description of Property
Our corporate office which are the accounting and administrative offices are
located at 13520 Rye Street, Suite 105, Sherman Oaks, California 91423. Our
offices are approximately 1000 square feet in size and are leased at a rate of
$500 per month. This office is also used by the Law Offices of Beth N. Ochoa. We
believe our facilities are adequate for our purposes and that similar facilities
would be available if required.
We opened a Research, Development and Support office in Northern Israel to
develop the new version of its software. This office is approximately 800 square
feet in size and is leased at a rate of $250 per month. We currently have three
developers.
Item 3 Legal Proceedings
We have no lawsuits outstanding nor are any legal actions contemplated by us at
this time.
However, it is reasonable to expect various litigation matters primarily
involved with vendors and arising out of the ordinary course of business. If
such even takes place we are prepared to aggressively defend or otherwise
resolve any litigation.
Item 4 Submission of Matters to a Vote of Security Holders
No matters were submitted for votes in the period ending October 31, 2005.
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PART 2
Item 5 Market for Common Equity and Related Stockholder Matters
Reports to Security Holders
We are a reporting company with the Securities and Exchange Commission. The
public may read and copy any materials filed with the Securities and Exchange
Commission at the Security and Exchange Commission's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission. The address of that
site is http://www.sec.gov.
Common Stock
In July 2000, we increased its authorized Class A common shares from 50,000,000
shares to 200,000,000 shares. Effective June 4, 2001, the Company has authorized
1,000,000,000 shares of Class A and 5,000,000 shares of Class B Common Stock.
During 1999, all shares of Class B Common Stock were converted into Class A
Common Stock.
On February 1, 2000, we consummated a private placement of common stock pursuant
to which the Company issued 333,333 shares of common stock at $0.30 a share for
an aggregate consideration of $100,000. Since February 2000 warrant holders have
exercised all of their warrants pursuant to which the Company issued 999,999
shares of common stock at $0.30 a share for an aggregate consideration of
$300,000. In April 2000, the Company consummated a private placement of common
stock pursuant to which the Company issued 400,000 shares of common stock at
$0.50 a share for an aggregate consideration of $200,000. In May 2000, the
Company consummated a private placement of common stock pursuant to which it
issued 1,390,000 shares of common stock at $.50 a share for an aggregate
consideration of $695,000. Also during the fiscal year ended June 30, 2000, the
Company sold 1,147,718 shares of stock at approximately $0.16 for an aggregate
consideration of $188,000. The Company also received $233,000 for the purchase
of warrants and options of the Company's Class A common stock.
We issued 1,167,000 shares of stock for outside professional services and
employee expenses incurred at various dates during the year ended June 30, 2000.
The shares were issued at a weighted average grant-date fair value of $1.16 for
a total of approximately $1,361,000 charged against income for the 12-month
period ending June 30, 2000. The fair value used for each issue is the daily
market closing price of our publicly traded stock on the Over-The-Counter
Bulletin Board Market.
During the year ending June 30, 2000, we issued 699,000 shares of stock for
settlement of notes and accounts payable. The shares were issued at a weighted
average grant-date fair value of $0.58 for a total of approximately $406,000.
The fair value used for each issue is the daily market closing price of our
publicly traded stock on the Over-The-Counter Bulletin Board Market.
During the four months ended October 31, 2000, we consummated various private
placements of Class A common stock pursuant to which the Company issued
2,740,000 shares for an aggregate consideration of $675,000.
During the four months ended October 31, 2000, we entered into various
agreements for consulting services to third parties and compensation expense to
Company employees paid for by the Company's Class A common stock. Total shares
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issued for these services were 679,000 shares of the Company's Class A common
stock for a total consideration of $349,000. One employee purchased 59,000
shares of stock through the exercise of vested options purchased at $0.40 per
share for consideration of $24,000. The Company also issued 694,000 shares of
the Company's Class A stock as cost of capital.
During the year ended October 31, 2001, we consummated various private
placements of Class A common stock pursuant to which the Company issued
2,900,000 shares for an aggregate consideration of $145,000.
During the year ended October 31, 2001, we entered into various agreements for
consulting services to third parties and compensation expense to Company
employees paid for by the Company's Class A common stock. Total shares issued
for these services were 5,691,000 for an aggregate consideration of $291,000. We
also issued 5,273,000 shares of the Company's Class A common stock as cost of
capital.
As of July 31, 2002, they company had 352,110,957 shares of Class A Common
Stock, no shares of Class B Common Stock, and no shares of Series B Convertible
Preferred Stock were outstanding
Additionally, pursuant to and to effect a cancellation of contract, we cancelled
164,326,187 shares of common stock.
During the year ended October 31, 2004, the board of directors approved a 10 to
1 reverse split. The reverse was effective on July 14, 2004.
As of October 31, 2005, we had 126,251,298 shares of Class A Common Stock.
Each share of our Class A Common stock is entitled to one vote.
The total number of shares of all classes of stock which the company shall have
authority to issue is One Billion Five Million (1,005,000,000) Shares.
Preferred Stock
On March 6, 2001, the Company's Board of Directors approved up to 100,000 shares
of a newly created Series C convertible preferred stock (the "Preferred C
Stock") at $0.01 par value, issue price of $3,500.00 per share. Each share of
Preferred C Stock is convertible into 80,000 shares of our Class A common stock.
In May 2001, the Company issued a total of 1,260 shares of Preferred C Stock to
a group of investors in exchange for the Company's Class A common stock. In June
2001, 1,260 shares of Preferred C Stock were converted to shares of the
Company's Class A common.
On April 1, 2004, we issued Paul Mataras and Talieh Safadi 45,000 shares each of
Series C convertible preferred Stock pursuant to and to effect a change in
ownership. After the reverse split each share of Series C Convertible preferred
Stock is convertible into 8,000 shares of our Class A common stock.
In addition, the Series C convertible preferred stocks is entitled to the number
of votes equal to 805,929 shares of common stock for each one share of Series C
Preferred Stock.
The balance of 8,740 Series C convertible Preferred stock remains with the
company treasury.
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We also have One million (1,000,000) shares of Preferred Stock. Each one share
of the "Preferred Stock" is convertible to 25 Class A Common Stock.
Prices of Common Stock
Shares of our Class A common stock is listed for quotation and trades on the
Pink Sheets, LLC under the trading symbol TLYN.PK. While we were dormant, our
common stock continued to trade.
The following table sets forth the average high and low bid prices for our
common stock for each calendar quarter since November 1, 2002.
Bid Price Per Share
------------------------------------------------
High Low
2003-2004
November 2003 - January 2004 $ 0.08 $ 0.008
February 2004 - April 2004 $ 0.03 $ 0.03
May 2004 - July 2004 $ 0.018 $ 0.018
August 2004 - October 2004 $ 0.02 $ 0.004
2004-2005
November 2004 - January 2005 $ 0.045 $ 0.002
February 2005 - April 2005 $ 0.018 $ 0.002
May 2005 - July 2005 $ 0.003 $ 0.002
August 2005 - October 2005 $ 0.003 $ 0.002
Stockholders
As of October 31, 2005, we believe there were approximately 6,500 holders of
record of our Class A common stock.
Dividends
We have never declared or paid cash dividends on our common stock. We currently
intend to retain all available funds and any future earnings to fund the
development and growth of our business and do not anticipate declaring or paying
any cash dividends on our common stock in the foreseeable future.
Equity Compensation Plans
None.
OPTIONS/WARRANTS
Due to the Company's period of dormancy, and inactivity associated with the
Company's stock options and warrants outstanding, the Board of Directors
resolved to cancel all outstanding stock options and warrants, as allowed under
the individual option and warrant agreements. Accordingly, as of October 31,
2005, there were no options or warrants outstanding.
Recent Sales of Unregistered Securities
Fiscal Year ending October 31, 2005:
- ------------------------------------
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During the year ended October 31, 2005, the Company issued 75,587,821 shares of
common stock for services rendered to the Company, at a total cost of $963,218.
The shares were valued at the trading price closest to the day that these shares
were issued.
67,659,964 Class A Common shares were issued for consulting and professional
services.
There was an additional 7,927,857 shares issued for the total of $79,500.
The issuance of such common stock was exempt from registration under the
Securities Act of 1933 in reliance on Section 4(2) of the Securities Act of 1933
as transactions by an issuer not involving any public offering. The recipient
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof. The
appropriate legends were affixed to the share certificates issued in such
transaction. The sale of these securities was made without general solicitation
or advertising.
Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:
o a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
o a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to
violation to such duties or other requirements of securities' laws;
o a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the "bid" and "ask" price;
o a toll-free telephone number for inquiries on disciplinary actions;
o definitions of significant terms in the disclosure document or in the
conduct of trading in penny stocks; and
o such other information and is in such form (including language, type,
size and format), as the Securities and Exchange Commission shall
require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:
o the bid and offer quotations for the penny stock;
o the compensation of the broker-dealer and its salesperson in the
transaction;
o the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
o monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
-12-
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.
Item 6 Management's Discussion and Analysis of Financial Condition or Plan
of Operation.
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 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. No assurance can be
given 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 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, primarily allowance for doubtful accounts
on receivables, accruals for other costs, and the classification of net
operating loss and tax credit carry forwards between current and long-term
assets. These accounting policies are described at relevant sections in this
-13-
discussion and analysis and in the notes to the financial statements included in
our Annual Report on Form 10-KSB for the fiscal year ended October 31, 2005.
Overview
We did not conduct any operations from August 2002 through April 2004. Under our
new management, we are recommencing operations and beginning to generate
revenues as we did prior to our dormant period. Since April 1, 2004 our new
management team has been trying to resolve issues with our outstanding
liabilities, the dissolution of our 401(k) Plan, and the Internal Revenue
Service. At the same time, we negotiated a deal with Hewlett Packard, in regard
to providing support for Telecom Egypt.
In 2005 we completed the distribution of our 401(k) Plan.
In September of 2005, we received a letter from the Labor Department stating
that they concluded their investigation of the 401(k) Plan.
Please review the last two reports on Form-10KSB for further explanation of the
status of the company prior to November 1, 2002. As of September 30, 2002 the
company vacated its offices and ceased its operation. The following discussion
and analysis should be read in conjunction with our consolidated financial
statements, including the notes thereto, appearing elsewhere in this report.
We deliver software and services for the specific purpose of managing
telecommunications networks. Our primary target customers are telecommunications
service providers. Our software and services are designed to create accurate
electronic models of the network infrastructure and assist in the provisioning
of new telecommunications services. We believe that the key value proposition of
our products and services is the impact on a service provider's provisioning
interval. In the estimation of our management, this is a key metric used by a
provider to determine their cost of providing service and their ability to
provide a wide range of services in a timely fashion.
We design and market a line of software products and related services to
telecommunications service providers. Specifically, our software is designed to
be an integral part of the Operations Support System ("OSS") environment of
telecommunications service providers. Our software is designed to track
inventory, provision new telecommunications service, and provide a tool for
managing network bandwidth. While the software is designed to manage
telecommunications service provider networks, we believe that it can also be
used to track and manage any network. Our services relate to the implementation
of our software and the general consulting surrounding network management.
We have leveraged our relationship with key industry players such as Hewlett
Packard in order to gain penetration in the marketplace. Specifically,
individual long standing relationships in international markets have produced
business for us in the Middle East as well as in the Far East. The first two
years of product revenue for us, namely 2000-2002, were derived in large part
from these sources. Additionally, we have made significant investment in
participating with industry forums such as the Telemanagement Forum to further
our position in the domestic market. These forums provide industry standards,
direction, and catalyst function to the market in general. From 2004 to the
present, we have participated in these activities. In combination, we believe
these two strategies have leveraged our market awareness.
-14-
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations
- ----------
Liquidity and Capital Resources. As of October 31, 2005, we have cash and cash
equivalents of $239, we received $65,000 as part of our 2004 receivables from
the HP contract. Therefore, as of October 31, 2005, we had total current assets
and total assets of $2,257. In the opinion of management, available funds will
not satisfy our working capital requirements for the next twelve months. We
believe that in order to (a) pay our operating expenses, (b) begin marketing our
products sufficiently to gain additional clients and (c) expand our operations,
we will need additional funds.
As mentioned in Note 1 to the financial statements, we encountered significant
financial difficulties in 2002 and ceased operations. From approximately August
of 2002 to April of 2004, the Company remained in a dormant stage. Prior to
August 2002 and during the period from that date to April 2004, the Company was
involved in certain claims and lawsuits arising from normal business operations
prior to the Company becoming dormant. Several claimants received judgments
against the Company. Management has accrued such judgments that are owed at
October 31, 2004 and 2003. These liabilities may continue to accrue additional
collection costs, and these costs along with other potential claims will be
accrued when the amounts to be paid are probable and reasonably estimable.
Related amounts accrued in the financial statements as of October 31, 2005 and
2004 are approximately $600,000 that is owed to the Internal Revenue Service for
unpaid payroll taxes. Management is currently negotiating with the Internal
Revenue Service regarding this liability.
As of October 31, 2005, our total liabilities were $754,969, which were
comprised solely of accounts payable and accrued expenses.
We have three outstanding judgments in addition to the IRS liability. The first
is by RHT, L.P. for the sum of $30,684.51 for administrative services. This
judgment was granted on June 9th, 2003. The second by Robert C. Samuel of
Coronado Tower for the sum of $111,796.53 for office lease which was granted in
2003. The third, R. R. Donnelley and Sons Company for the sum of $14,948.40 for
printing services which was granted on June 13, 2003.
We are planning on resolving these liabilities from future revenues and funding.
We do not have any long term commitments or contingencies.
Going Concern. Note 5 to our financial statements include the following
language: "The Company incurred a net operating loss of $1,015,611 for the year
ended October 31, 2005. The Company will need additional working capital for its
planned future activity and to satisfy its liabilities, which raises substantial
doubt about its ability to continue as a going concern. Continuation of the
Company as a going concern is dependent upon obtaining sufficient working
capital to be successful in that effort. The management of the Company has
developed a strategy which it believes will accomplish this objective through
additional short term loans from related parties, and equity financing as
needed, which will enable the Company to operate in the future."
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under
the 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. When management determines that it is more likely than not
that a deferred tax asset will not be realized, a valuation allowance is
established. As of October 31, 2005, the Company had a net operating loss
carryforward of $36,432,451. The tax benefit from the loss carryforward has been
fully offset by a valuation reserve because the use of the future tax benefit is
undetermined at this time. The loss carryforward will begin to expire in 2018.
-15-
Results of Operations
For the year ended October 31, 2005 as compared to the year ended October 31,
- -----------------------------------------------------------------------------
2004.
- -----
Revenues. For the year ended October 31, 2005, we generated $0 in revenue from
our operations. This is in comparison to the year ended October 31, 2004, where
we generated $147,000 in revenues from our operation. These revenues were
generated from sales of our software products. We had no cost of generating
revenues, therefore our gross profit was also $147,000. We anticipate that our
source of revenues will continue to be through services and product sales.
Therefore, we will need to expand our client base and explore new markets
suitable for our product and services, because our revenue is based on such.
Operating Expenses. For year ended October 31, 2005, we had total operating
expenses of $1,019,111, which were comprised of $5,571 in sales and marketing
expenses, $963,218 in services and $50,322 represented by general and
administrative expenses. Therefore our loss from operations was $1,019,111. We
had no other income or expenses, so our net loss for the year ended October 31,
2005 was also $1,019,111. This is in comparison to the year ended October 31,
2004, where we had total operating expenses of $190,858, which were comprised of
$1,653 in sales and marketing expenses, $121,212 in services and $67,993
represented by general and administrative expenses. Therefore our loss from
operations was $43,858. We had no other income or expenses, so our net loss for
the year ended October 31, 2004 was also $43,858.
Our Plan of Operation for the Next Twelve Months. To continue operating and
begin generating profits during the next twelve months, we must do the
following:
o generate more significant revenues or raise capital to pay for our
monthly costs of operation
o expand and develop our customer base; and
o increase our sales efforts to attract clients and generate revenues.
We have cash and equivalents of $239 as of October 31, 2005. We believe we do
not have adequate funds to 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 fail as a result of a number of factors. We may need to
raise additional capital to continue our operations.
We plan to complete our product and prepare to launch new services to increase
our customer base. This plan requires a minimum of $2 million to be successfully
accomplished. The additional capital will be used to complete, launch and market
the new product and services world wide.
In addition to launching our own product and services, we are aggressively
perusing potential acquisition of other companies with products and services in
the telecommunication space.
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 may need to raise additional
capital to expand our operations. In the event that we experience a shortfall in
our capital, we intend to pursue capital through public or private financing as
well as borrowings and other sources, such as our officers and directors. We
-16-
cannot guaranty that additional funding will be available on favorable terms, if
at all. If adequate funds are not available, then our ability to expand our
operations may be significantly hindered. If adequate funds are not available,
we may have to cease operations. However, we have not contemplated any plan of
liquidation in the event that we do not generate revenues.
We are currently conducting research and development activities since restarting
our operations in April 2004. In the event that we expand our customer base,
then we may need to hire additional employees or independent contractors as well
as purchase or lease additional equipment. We will be required to purchase or
lease a server in order to provide web hosting services.
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 7 Financial Statements
TELYNX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
OCTOBER 31, 2005
October 31, 2005 October 31, 2004
-------------------- ------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 239 $ 7,354
-------------------- ------------------
Total Current Assets 239 77,354
Plant and Equipment:
Computer Equipment 2,505 -
Less: Accumulated Depreciation (487) -
-------------------- ------------------
Total Assets $ 2,257 $ 77,354
==================== ==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities $ 754,969 $ 754,969
-------------------- ------------------
Total Liabilities 754,969 754,969
-------------------- ------------------
Stockholders' Deficit - (Note 3)
Preferred stock, $.01 par value - 1,000,000 shares
authorized; no shares issued and outstanding - 5
Common stock, $.01 par value - 1,005,000,000 shares
authorized; 126,851,298 shares issued and outstanding 1,268,513 487,635
Additional paid-in capital 34,411,226 34,251,585
Accumulated deficit (36,432,451) (35,416,835)
-------------------- ------------------
Total stockholders' deficit (752,712) (677,615)
-------------------- ------------------
Total liabilities and stockholders' deficit $ 2,257 $ 77,354
==================== ==================
See the accompanying notes to these consolidated financial statements.
-17-
TELYNX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004
Year ended Year ended
October 31, 2005 October 31, 2004
--------------------- --------------------
Net revenues $ - $ 147,000
Cost of revenue - -
--------------------- --------------------
Gross profit - 147,000
Operating expenses:
Sales and marketing 5,571 1,653
Services 963,218 85,500
Administrative and general expenses 50,322 67,993
--------------------- --------------------
Total operating expenses 1,019,111 155,146
--------------------- --------------------
Loss from operations (1,019,111) (8,146)
Other income (expense)
Gain on sale of trade name 3,500 -
--------------------- --------------------
Total other expense 3,500 -
--------------------- --------------------
Net Income (Loss) $ (1,015,611) $ (8,146)
===================== ====================
Net Income (loss) applicable to common shareholders $ (1,015,611) $ (8,146)
===================== ====================
Basic net (loss) income per common share $ (0.02) $ (0.00)
===================== ====================
Weighted average shares outstanding 60,700,069 22,468,894
===================== ====================
See the accompanying notes to these consolidated financial statements.
-18-
TELYNX, INC. AND SUBSIDIARIES
COSOLIDATED STATEMENTS OF CASH FLOWS
Year ended Year ended
October 31, 2005 October 31, 2004
--------------------- ---------------------
Cash flows from operating activities:
Net income (loss) $ (1,015,611) $ (8,146)
Adjustments to reconcile net loss to cash used in operating
activities:
Loss on disposal of property - -
Common stock issued for services 836,009 85,500
Changes in assets and liabilities:
Receivables 65,000 (65,000)
Prepaid expenses 5,000 (5,000)
--------------------- ---------------------
Net cash used in operating activities (109,602) 7,354
Cash flows from investing activities:
Purchase of computer equipment $ (2,500) $ -
--------------------- ---------------------
Net cash used in investing activities (2,500) -
Cash flows from financing activities:
Cash received for stock subscription $ 25,000 $ -
Common stock issued for cash 79,500
--------------------- ---------------------
Net cash used in financing activities 104,500 -
Net increase (decrease) in cash and cash equivalents (7,602) 7,354
Cash and cash equivalents, beginning of period 7,354 -
--------------------- ---------------------
Cash and cash equivalents, end of period $ (248) $ 7,354
===================== =====================
Supplemental disclosure of cash flow information:
Interest paid $ - $ -
Income taxes paid $ - $ -
Non-cash financing activities:
Common stock issued for services $ 836,009 $ 85,500
Common stock subscriptions receivable $ - $ 25,000
See the accompanying notes to these consolidated financial statements.
-19-
TELYNX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004
Preferred Preferred Common Common
Stock Stock Stock Stock
Shares Amount Shares Amount
---------- --------- ----------- ----------
Balances as of October 31, 2003 (unaudited) 500 5 18,778,477 187,785
Common stock issued for services. July 13, 2004
- - valued at $.007 per share 5,000,000 50,000
1 of 10 reverse common stock split. July 14, 2004
Common stock issued for services. August 26, 2004
- - valued at $.006 per share 5,000,000 50,000
Common stock issued for services. October 22, 2004
- valued at $.0025 per share 8,200,000 82,000
Common stock issued under stock subscription. October 25, 2004
- - valued at $.0017 per share 14,285,000 142,850
Stock Subscription Receivable (25,000)
Net Loss for the year ended October 31, 2004 - -
---------- --------- ----------- -----------
Balances as of October 31, 2004 500 5 51,263,477 487,635
Preferred stock cancelled. November 1, 2004 (500) (5) - -
Cash received for stock subscriptions receivable. November
18, 2004 - 25,000
Common stock issued for cash. December 5, 2004
- - valued at $0.025 per share 60,000 600
Common stock issued for services. December 7, 2004
- - valued at $0.03 per share 5,000,000 50,000
Common stock issued for services. December 9, 2004
- - valued at $0.025 per share 840,000 8,400
Common stock issued for services. December 28, 2004
- - valued at $0.016 per share 16,875,000 168,750
Common stock issued for services. January 5, 2005
- - valued at $0.016 per share 7,200,000 72,000
Common stock issued for cash. January 19, 2005
- - valued at $0.016 per share 625,000 6,250
Common stock issued for services. January 21, 2005
- - valued at $0.014 per share 1,041,667 10,417
Common stock issued for cash. February 7, 2005
- - valued at $0.016 per share 2,500,000 25,000
Common stock issued for services. February 11, 2005
- - valued at $0.012 per share 14,000,000 140,000
Common stock issued for services. February 22, 2005
- - valued at $0.008 per share 12,000,000 120,000
Common stock cancelled. February 23, 2005 (14,000,000) (140,000)
Common stock issued for services. March 18, 2005
- valued at $0.007 per share 22,857,143 228,571
Common stock issued for services. March 30, 2005
- - valued at $0.005 per share 1,711,112 17,111
Common stock issued for cash. April 14, 2005
- - valued at $0.007 per share 2,142,857 21,429
Common stock issued for services. May 16, 2005
- - valued at $0.005 per share 135,042 1,350
Common stock issued for cash. June 7, 2005
- - valued at $0.005 per share 2,000,000 20,000
Common stock issued for cash. August 8, 2005
- - valued at $0.005 per share 600,000 6,000
Net Loss for the year ended October 31, 2005
---------- ---------- ----------- -----------
Balances at October 31, 2005 - - 126,851,298 $1,268,513
=========== ========== =========== ============
See accompanying notes to financial statements.
-20-
TELYNX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004(CONTINUED)
Stock Additional
Subscription Paid-In Accumulated Total
Receivable Capital Deficit Equity/(Deficit)
------------ ----------- ----------- -----------------
Balances as of October 31, 2003 (unaudited) - 34,465,935 (35,408,689) (754,964)
Common stock issued for services. July 13, 2004
- valued at $.007 per share (15,000) - 35,000
1 of 10 reverse common stock split. July 14, 2004
Common stock issued for services. August 26, 2004
- - valued at $.006 per share (20,000) - 30,000
Common stock issued for services. October 22, 2004
- - valued at $.0025 per share (61,500) - 20,500
Common stock issued under stock subscription. October 25, 2004
- - valued at $.0017 per share (117,850) - 25,000
Stock Subscription Receivable - (25,000)
Net Loss for the year ended October 31, 2004 - - (8,151) (8,151)
------------- ----------- ------------ -------------
Balances as of October 31, 2004 - 34,251,585 (35,416,840) (677,615)
Preferred stock cancelled. November 1, 2004 - 5 - -
Cash received for stock subscriptions receivable. November 18, 2004 - 25,000
Common stock issued for cash. December 5, 2004
- - valued at $0.025 per share 900 1,500
Common stock issued for services. December 7, 2004
- - valued at $0.03 per share 100,000 150,000
Common stock issued for services. December 9, 2004
- valued at $0.025 per share 12,600 21,000
Common stock issued for services. December 28, 2004
- - valued at $0.016 per share 101,250 270,000
Common stock issued for services. January 5, 2005
- - valued at $0.016 per share 43,200 115,200
Common stock issued for cash. January 19, 2005
- - valued at $0.016 per share 3,750 10,000
Common stock issued for services. January 21, 2005
- - valued at $0.014 per share 4,167 14,583
Common stock issued for cash. February 7, 2005
- - valued at $0.016 per share 15,000 40,000
Common stock issued for services. February 11, 2005
- - valued at $0.012 per share 28,000 168,000
Common stock issued for services. February 22, 2005
- - valued at $0.008 per share (24,000) 96,000
Common stock cancelled. February 23, 2005 (28,000) (168,000)
Common stock issued for services. March 18, 2005
- - valued at $0.007 per share (68,571) 160,000
Common stock issued for services. March 30, 2005
- - valued at $0.005 per share (8,556) 8,556
Common stock issued for cash. April 14, 2005
- - valued at $0.007 per share (6,429) 15,000
Common stock issued for services. May 16, 2005
- - valued at $0.005 per share (675) 675
Common stock issued for cash. June 7, 2005
- - valued at $0.005 per share (10,000) 10,000
Common stock issued for cash. August 8, 2005
- - valued at $0.005 per share (3,000) 3,000
Net Loss for the year ended October 31, 2005 (1,015,611) (1,015,611)
------------- ----------- ------------ -----------------
Balances at October 31, 2005 $ - $34,411,226 $(36,432,451) $ (752,712)
============= ============ ============== ==================
See accompanying notes to financial statements.
-21-
Item 8 Changes in and Disagreements With Accountants on Accounting and
financial Disclosure
There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.
Item 8A Internal Control over Financial Reporting
Evaluation of disclosure controls and procedures.
We maintain controls and procedures designed to ensure that information required
to be disclosed in this report is recorded, processed, accumulated and
communicated to our management, including our chief executive officer and our
chief financial officer, to allow timely decisions regarding the required
disclosure.
As of October 31, 2005, our management, with the participation of our chief
executive officer and chief financial officer, carried out an evaluation of the
effectiveness of the design and operation of these disclosure controls and
procedures. Our chief executive officer and chief financial officer concluded
that these disclosure controls and procedures are effective.
Changes in internal controls.
We have made no changes in our internal controls or in other factors that could
significantly affect these controls, nor did we take any corrective action, as
the evaluation revealed no significant deficiencies or material weaknesses.
Item 8B Other Information
No information is required to be disclosed in reports on Form 8-K which was not
previously reported.
-22-
PART 3
Item 9 Directors, Executive Officers, Promoters and Control Persons
Directors and Executive Officers
- --------------------------------
Name Age Position
- ---- --- --------
Paul Mataras 52 Chief Executive Officer, President, Acting
Chief Financial Officer and Director
Terms of Directors
- ------------------
The Directors' terms expire at the next annual shareholders' meeting following
their election.
Business Experience of the Directors and Executive Officers
- -----------------------------------------------------------
Paul Mataras, President, Chief Executive Officer & Acting Chief Financial
- -------------------------------------------------------------------------
Officer
- -------
From March 31, 2004 through March 15, 2006, Mr. Mataras was our President, Chief
Executive Officer, Acting Chief Financial Officer and one of our directors. Our
software is sold to telecommunications companies for keeping track of their
inventory of assets and provisioning requirements; Mr. Mataras was responsible
for our Sales, Marketing, Administration & Finance as well as our Technical
Direction and expansion.
Prior to joining us, Mr. Mataras was the Managing Director of a small
environmental consulting firm in San Francisco. The firm deals with
Environmental issues all over California. The firm provides assistance to
manufacturers that use hazardous materials with their permitting, education and
training process as well as reworking operational procedures to meet
environmental requirements. Mr. Mataras oversees Sales and Marketing, Project
Management and all Financial and Administrative functions.
From 1999 to 2001 Mr. Mataras presided over Fiscal Control Systems, a hardware
and software company that design and implement the development of the Fiscal
Interface Device (FID), a device used for the collection of taxes. He also
established a solid management team for the anticipation of a fast growth of the
company and began a venture fundraising cycle to assist in the growth of the
company.
From 1995 to 1997, Mr. Mataras presided over FCS Controls, Inc. With a team of
two engineers he designed and implemented embedded hardware and software
solution for the collection of the Value Added Tax. The Tax Collection Device
was marketed internationally. Also, Mr. Mataras was responsible for sales,
marketing, administration and finance as well as manufacturing and production.
Mr. Mataras is a Greek citizen.
Family Relationships
- --------------------
There are no family relationships among directors or executive officers.
Audit Committee and Financial Expert
Because our Board of Directors currently consists of only Three members and we
do not have the resources to expand our management at this time, we do not have
an audit committee, nor do we have a financial expert on our Board of Directors
as that term is defined by Item 401(e)2.
-23-
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934 requires our directors, executive
officers, and any persons who own more than 10% of a registered class of our
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. SEC regulation requires executive
officers, directors and greater than 10% stockholders to furnish us with copies
of all Section 16(a) forms they file. Based solely on our review of the copies
of such forms received by us, or written representations from certain reporting
persons, we believe that during the fiscal year ended October 31, 2005 our
executive officers, directors, and greater than 10% stockholders complied with
all applicable filing requirements.
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We are in the process of
preparing and adopting a code of ethics.
Item 10 Executive Compensation
The following table sets forth the compensation paid by us to our Chief
Executive Officer and Directors for services in all capacities to us for the
years ended October 31, 2005.
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation
- -----------------------------------------------------------------------------------------------------------------------------
Common Shares
Name Restricted Underlying All
And Other Annual Stock Options Other
principal Salary Bonus Compensation Awards Granted Compensation
position Year ($) ($) ($) ($) (# of Shares)
- -----------------------------------------------------------------------------------------------------------------------------
Paul Mataras 2005 (1) 37,000 None None None
President & CEO
- -----------------------------------------------------------------------------------------------------------------------------
Option/SAR Grants in Last Fiscal Year. Inapplicable.
Director Compensation. Board members are currently serving without cash
compensation. Each director holds office until his or her successor is elected
and qualified or until his or her earlier resignation in the manner provided in
our Bylaws. We have not secured "key person" or liability insurance coverage for
our officers and directors.
Employment Contracts. We did not have any written contract with any of the
officers or directors for their employment/work. Everyone agreed verbally to
work to generate revenue for the company through sale of product and services as
well as help get the company funded. Once the contract was secured with HP each
officer received some minor compensation as stated in The Summary Compensation
Table.
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Indemnification of Directors. Our Bylaws provide, among other things, that our
officers or directors shall not be personally liable to us or our shareholders
for monetary damages for breach of fiduciary duty as an officer or director,
except liability for:
o any breach of such officer's or director's duty of loyalty to us or
our security holders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o unlawful payments of dividends or unlawful stock purchase or
redemption by us; or
o any transaction from which such officer or director derived any
improper personal benefit.
Accordingly, our officers or directors may have no liability to our shareholders
for any mistakes or errors of judgment or for any act of omission, unless such
act or omission involves intentional misconduct, fraud, or a knowing violation
of law or results in unlawful distributions to our shareholders.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
Item 11 Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of October 31, 2005 information regarding the
beneficial ownership of Common Stock (i) by each stockholder who is known by us
to own beneficially in excess of 5% of the outstanding Common Stock; (ii) by
each director; (iii) by each executive officer; and (iv) by all executive
officers and directors as a group. Except as otherwise indicated, all persons
listed below have (i) sole voting power and investment power with respect to
their shares of Common Stock, except to the extent that authority is shared by
spouses under applicable law, and (ii) record and beneficial ownership with
respect to their shares of Common Stock.
Title of Name and Address of Amount and Nature of Percent of
-------- ------------------- -------------------- ----------
Class Beneficial Owner Beneficial Ownership Class (1)
----- ---------------- -------------------- ----------
Preferred Class C stock Paul Mataras 45,000 45.00%
220 Sansome Street, #900
San Francisco, CA 94104
Preferred Class C stock Talieh Safadi 45,000 45.00%
13520 Rye St. Suite 105
Sherman Oaks, Ca 90049
- -----------------------------------------------------------------------------------------------------------
Total 90,000 90.00%
- -----------------------------------------------------------------------------------------------------------
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(1)This table is based on 1,005,000,000 shares of all Classes of Stock
authorized.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.
Item 12 Certain Relationships and Related Transactions
Conflicts related to other business activities. The persons serving as our
officers and directors have existing responsibilities and, in the future, may
have additional responsibilities, to provide management and services to other
entities in addition to us. As a result, conflicts of interest between us and
the other entities may occur from time to time.
Mr. Mataras did not work for any other company during the year ending October
31, 2005.
Related party transactions.
- ---------------------------
With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:
o disclose such transactions in prospectuses where required;
o disclose in any and all filings with the Securities and Exchange
Commission, where required;
o obtain disinterested directors' consent; and
o obtain shareholder consent where required.
Item 13 Exhibits
3.1 Certificate of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
31.1 Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer
32.1 Certification Pursuant to 18 U.S.C. ss.1350 of Chief Executive Officer
32.2 Certification Pursuant to 18 U.S.C. ss.1350 of Chief Financial Officer
(1) Previously filed on (commission file No. 33-44197, as exhibit 3.2 to the
Registration Statement on Form s-1.
Item 14 Principal Accountant Fees and Services
The Board of Directors has selected Madsen and Associates CPA's, Inc. 684
East Vine Street # 3, Murray, Utah 84107 as independent accountants to audit our
books, records and accounts for the fiscal year ending October 31, 2005.
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Audit and Non-Audit Fees
Aggregate fees for professional services rendered to us by Madsen and Associates
CPA's, Inc. for the years ended October 31, 2004 and 2005, were as follows:
Services Provided 2005 2004
----------------- ---- ----
Audit Fees $8000.00 $4000.00
Audit Related Fees $ $
Tax Fees $ $
All Other Fees $ $
-------- ---------
Total $8000.00 $4000.00
======== =========
Audit Fees. The aggregate fees billed for the years ended October 31, 2005 and
2004 were for the audits of our financial statements and reviews of our interim
financial statements included in our annual and quarterly reports.
Audit Related Fees. There were no fees billed for the years ended October 31,
2004 and 2003 for the audit or review of our financial statement that are not
reported under Audit Fees.
Tax Fees. The aggregate fees billed for the years ended October 31, 2005 were
for professional services for tax compliance, tax advice and tax planning.
All Other Fees. There were no other fees billed for the years ended October 31,
2005 and 2004.
Audit Committee Pre-Approval Policies and Procedures. Due to the small size of
our Board of Directors, the whole board acts as the Audit Committee.
The Board of Directors has implemented pre-approval policies and procedures
related to the provision of audit and non-audit services. Under these
procedures, the Board of Directors pre-approves both the type of services to be
provided by Madsen and Associates and the estimated fees related to these
services.
During the approval process, the Board of Directors considers the impact of the
types of services and the related fees on the independence of the auditor. The
services and fees must be deemed compatible with the maintenance of the
auditor's independence, including compliance with SEC rules and regulations.
Throughout the year, the Board of Directors will review any revisions to the
estimates of audit and non-audit fees initially approved.
-27-
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
We have audited the accompanying balance sheet of Telynx, Inc. as of October 31,
2005 and the related statements of operations, shareholders' equity and cash
flows for the year then ended. 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Telynx, Inc. as of October 31,
2005 and the results of its operations and cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company's current liabilities exceed its current assets by
$652,615 and has not attained profitable operations and is dependent upon
obtaining adequate financing to fulfill its planned activities. These factors
raise substantial doubt that the Company will be able to continue as a going
concern. Management's plans in regard to these matters are also discussed in
Note 5. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Madsen & Associates CPA's, Inc.
Salt Lake City, Utah
Dec. 22, 2006
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Los Angeles, California, on January 12, 2007.
TELYNX, INC., a Delaware corporation
By: /s/ Talieh Safadi
----------------------------------
Talieh Safadi
Its: President, Chief Executive Officer, and Director
By: /s/ Beth N. Ochoa
----------------------------------
Beth Ochoa
Its: Chief Financial Officer, Director, and Secretary
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: January 12, 2007
By: /s/ Talieh Safadi
- ----------------------------------
Talieh Safadi
President, Chief Executive Officer, and Director
Date: January 12, 2007
By: /s/ Beth N. Ochoa
- ----------------------------------
Beth Ochoa
Director
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