U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
ALYNX, CO.
(Name of small business issuer in its charter)
Nevada 87-0628764
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1378 Ramola Street, Kaysville, UT 84037
(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (801) 628-5555
Securities registered under Section 12(b) of the Exchange Act: None
Title of each className of each exchange on which registered
________________________________________________________________________
________________________________________________________________________
Securities registered pursuant to section 12(g) of the Act:
Common Stock $.001 Par Value
(Title of Class)
TABLE OF CONTENTS Page
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Description of Business. . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis or Plan of Operation. 8
Item 3. Description of Properties.. . . . . . . . . . . . . . . . 9
Item 4. Security Ownership of Certain Beneficial Owners and Management.9
Item 5. Directors, Executive Officers, Promoters and Control Persons.10
Item 6. Executive Compensation.. . . . . . . . . . . . . . . . . .11
Item 7. Certain Relationships and Related Transactions.. . . . . .12
Item 8. Description of securities. . . . . . . . . . . . . . . . .12
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Item 1. Market for Common Equity and Related Stockholder Matters..13
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . .14
Item 3. Changes In and Disagreements With Accountants. . . . . . .15
Item 4. Recent Sales of Unregistered Securities. . . . . . . . . .15
Item 5. Indemnification of Directors and Officers. . . . . . . . .15
PART F/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Financial Statements. . . . . . . . . . . . . . . . . . . . . .18
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Item 1. Exhibits Index . . . . . . . . . . . . . . . . . . . . . .19
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This registration statement contains statements that plan for or anticipate
the future. Forward-looking statements include statements about the future of
operations involving the industry, statements about our future business plans
and strategies, statements relating to management's expectations regarding the
Company's production capacity and resource base, timing of receipt of permits
and certification, timing of commencement of operations and most other
statements that are not historical in nature. In this registration statement
forward-looking statements are generally identified by the words "anticipate,"
"plan," "believe," "expect," "estimate," "propose," "project," and the like.
Although we believe that any forward-looking statements we make in this
registration statement are reasonable, because forward-looking statements
involve future risks and uncertainties, there are factors that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed herein. Readers
are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date the statement was made.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT.
Alynx, Co. (the "Company") was originally formed as a Utah corporation
on July 30, 1985 under the name Leibra, Inc. On October 1, 1986, the
stockholders approved a merger with Leitech, Inc., a newly formed Nevada
corporation, to change the domicile of the Company from Utah to Nevada. The
Company has had several name changes in connection with various business
acquisitions, all of which have been discontinued or rescinded. For the past
several years the Company has had no active business operations, and has been
seeking to acquire an interest in a business with long-term growth potential.
It has been an inactive shell corporation for at least the past 10 years.
The Company currently has no commitment or arrangement to participate in
a business and cannot now predict what type of business it may enter into or
acquire. It is emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive on the discretion of
the Company's management.
(B) BUSINESS OF COMPANY.
SELECTION OF A BUSINESS
The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors,
professional advisors, securities broker-
dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people. By relying on "word of mouth", the
Company may be limited in the number of potential acquisitions it can
identify. While it is not presently anticipated that the Company will engage
unaffiliated professional firms specializing in business acquisitions or
reorganizations, such firms may be retained if management deems it in the best
interest of the Company.
Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services.
The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location. The Company may
participate in a newly organized business venture or a more established
company entering a new phase of growth or in need of additional capital to
overcome existing financial problems. Participation in a new business venture
entails greater risks since in many instances management of such a venture
will not have proved its ability, the eventual market of such venture's
product or services will likely not be established, and the profitability of
the venture will be unproved and cannot be predicted accurately. If the
Company participates in a more established firm with existing financial
problems, it may be subjected to risk because the financial resources of the
Company may not be adequate to eliminate or reverse the circumstances leading
to such financial problems.
In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but
will be based on the business objective of seeking long-term capital
appreciation in the real value of the Company.
The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing prospective
businesses, management will consider, to the extent applicable, the available
technical, financial, and managerial resources; working capital and other
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; the potential for growth and expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trade
or service marks; name identification; and other relevant factors.
The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes, and other factors which are
difficult, if not impossible, to analyze through any objective criteria. It is
anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, and other
factors.
The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single
factor. The period within which the Company may participate in a business
cannot be predicted and will depend on circumstances beyond the Company's
control, including the availability of businesses, the time required for the
Company to complete its investigation and analysis of prospective businesses,
the time required to prepare appropriate documents and agreements providing
for the Company's participation, and other circumstances.
ACQUISITION OF A BUSINESS
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale
of assets; or purchase and sale of stock, the exact nature of which cannot now
be predicted. Notwithstanding the above, the Company does not intend to
participate in a business through the purchase of minority stock positions. On
the consummation of a transaction, it is likely that the present management
and shareholders of the Company will not be in control of the Company. In
addition, a majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new directors
without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors, may, as a
negotiated element of the acquisition, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase shares held by
the present shareholders in order to reduce the number of "restricted
securities" held by persons no longer affiliated with the Company and thereby
reduce the potential adverse impact on the public market in the Company's
Common Stock that could result from substantial sales of such shares after the
restrictions no longer apply. As a result of such sales, affiliates of the
entity participating in the business reorganization with the Company would
acquire a higher percentage of equity ownership in the Company. Public
investors will not receive any portion of the premium that may be paid in the
foregoing circumstances. Furthermore, the Company's shareholders may not be
afforded an opportunity to approve or consent to any particular stock buy-out
transaction.
In the event sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors will be
negotiating for the acquisition on behalf of the Company and for sale of their
shares for their own respective accounts. Where a business opportunity is well
suited for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares at a price
which is unacceptable to them, management may not sacrifice their financial
interest for the Company to complete the transaction. Where the business
opportunity is not well suited, but the price offered management for their
shares is high, management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company. Management has not
adopted any policy for resolving the foregoing potential conflicts, should
they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Stockholders must rely, instead, on the obligation of management to fulfill
its fiduciary duty under state law to act in the best interests of the Company
and its stockholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company. The issuance of substantial additional securities and
their potential sale into any trading market that may develop in the Company's
securities may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity. Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation. Generally, the Company will be
the acquiring corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any specific
amount of the Company's voting securities. It is not uncommon, however, that
as a negotiated element of a transaction completed in reliance on section 368,
the acquiring corporation issue securities in such an amount that the
shareholders of the acquired corporation will hold 50% or more of the voting
stock of the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity.
Therefore, regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the transaction will
experience a significant reduction in their percentage of ownership in the
Company.
Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of
the other company.
The manner in which the Company participates in a business will depend
on the nature of the business, the respective needs and desires of the Company
and other parties, the management of the business, and the relative
negotiating strength of the Company and such other management.
The Company will participate in a business only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such
closing, will outline the manner of bearing costs if the transaction is not
closed, will set forth remedies on default, and will include miscellaneous
other terms.
OPERATION OF BUSINESS AFTER ACQUISITION
The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. The Company
is unable to predict whether the Company will be in control of the business or
whether present management will be in control of the Company following the
acquisition. It may be expected that the business will present various risks,
which cannot be predicted at the present time.
GOVERNMENTAL REGULATION
It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.
The use of assets and/or conduct of businesses that the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation. In selecting a
business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an interest in a
new or start-up business activity, it may not be possible to predict with any
degree of accuracy the impact of government regulation. The inability to
ascertain the effect of government regulation on a prospective business
activity will make the acquisition of an interest in such business a higher
risk.
COMPETITION
The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial
resources and prior experience in business.
There is no assurance that the Company will be successful in obtaining
suitable investments.
EMPLOYEES
The Company is a development stage company and currently has only one
employee, Ken Edwards, who will devote such time to the affairs of the Company
as he deems appropriate, which is estimated to be approximately 20 hours per
month. Management of the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any full-
time employees so long as it is seeking and evaluating businesses. The need
for employees and their availability will be addressed in connection with a
decision whether or not to acquire or participate in a specific business
industry.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company will be subject to the information requirements of the
Securities Exchange Act of 1934, and will file annual, quarterly and other
reports with the Commission.
PLAN OF OPERATIONS.
The Company had no operations or revenue during the last two fiscal
years. Due to this, the Company realized a net loss. The Company does not
expect to generate any meaningful revenue or incur operating expenses, except
for administrative, legal, professional, accounting and auditing costs
associated with the filing requirements of a public reporting company, unless
and until it acquires an interest in an operating company.
The Company does not have sufficient cash to meet its operational needs
for the next twelve months. Management's plan of operation for the next twelve
months is to attempt to raise additional capital through loans from related
parties, debt financing, equity financing or a combination of financing
options. Currently, there are no understandings, commitments or agreements for
such an infusion of capital and no assurances to that effect. Unless the
Company can obtain additional financing, its ability to continue as a going
concern during the next twelve-month period is doubtful. The Company's need
for capital may change dramatically if and during that period, it acquires an
interest in a business opportunity.
The Company's current operating plan is to (i) handle the administrative
and reporting requirements of a public company, and (ii) search for potential
businesses, products, technologies and companies for acquisition. At present,
the Company has no understandings, commitments or agreements with respect to
the acquisition of any business venture, and there can be no assurance that
the Company will identify a business venture suitable for acquisition in the
future. Further, there can be no assurance that the Company would be
successful in consummating any acquisition on favorable terms or that it will
be able to profitably manage any business venture it acquires.
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception, and has no
on-going operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional funds not provided
by operations through loans and/or through additional sales of its common
stock. There is no assurance that the Company will be successful in raising
this additional capital or in achieving profitable operations. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
The independent auditors have expressed substantial doubt about our
ability to continue as a going concern. Their report includes a going concern
qualification because the financial statements do not include any adjustments
that might result from the outcome of the uncertainties which arise from the
net losses and accumulated deficit.
ITEM 3. DESCRIPTION OF PROPERTIES.
The Company has no office facilities and does not presently anticipate
the need to lease commercial office space or facilities. For now the business
address of Ken Edwards, the principal shareholder, is being used as the
Company address. The Company may lease commercial office facilities in the
future at such time as operations have developed to the point where the
facilities are needed, but has no commitments or arrangements for any
facilities. There is no assurance regarding the future availability of
commercial office facilities or terms on which the Company may be able to
lease facilities in the future, nor any assurance regarding the length of time
the present arrangement may continue.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table contains stock ownership information as of February
26, 2007, about officers or directors, and other stockholders who we know to
be beneficial owners of more than 5% of our stock. A beneficial owner of stock
is any person who has or shares the power to decide how to vote or whether to
dispose of the stock.
Title of Amount & Nature of % of
Name and Address Class Beneficial Ownership Class*
Ken Edwards Common 20,000,000 shares 87.5%
1378 Ramola Street
Kaysville, UT 84037
All officers and Common 20,000,000 shares 87.5%
directors as
a group (1 person)
The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the sole director and executive officer
of the Company, his age, and all offices and positions with the Company. A
director is elected for a period of one year and thereafter serves until his
successor is duly elected by the stockholders and qualifies. Officers and
other employees serve at the will of the Board of Directors.
Term Served As Positions
Name of Director Age Director/Officer With Company
Ken Edwards 56 Since Dec 1999 President & Secretary/Treasurer
This individual serves as the sole officer and director of the Company.
A brief description of his background and business experience is as follows:
2004 to Present - SafeStream, Inc., Bountiful, UT; Founder, Officer and
Director; Web-based corporate compliance management system;
3/2004 to 9/2004 - Corporate Compliance, Inc., Sandy, UT; Product Development;
2003 to 2004 - Staker/Parsons Companies, Ogden, UT; Equipment Operator
Operated and maintained large construction equipment;
2002 to 2003 - Drug Diagnostics, Inc., Bountiful, UT; Founder, Officer and
Director;
2001- 2002 High 5 Venture Catalysts LC Bountiful, UT; Business
Consultant -
Managing Member;
1997-2001 Talk2 Technology, Inc., Salt Lake City, UT; Secretary/Treasurer and
Executive Director of Investor Relations;
1970-1973 Weber State University, Ogden, UT; Pre-med and Business
The director holds no other directorships in any other companies subject
to the reporting requirements of the Securities Exchange Act of 1934.
(B) IDENTIFY SIGNIFICANT EMPLOYEES.
None other than the persons previously identified.
(C) FAMILY RELATIONSHIPS.
None
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
Except as described herein, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice. Ken Edwards filed a petition in Federal Bankruptcy Court in 2003. A
discharge was granted 12/31/2003.
(E) AUDIT COMMITTEE FINANCIAL EXPERT. The issuer does not have an
audit committee financial expert serving on its audit committee, due to lack
of funds. The Company is not presently engaged in any significant business
activities and has no operations or assets.
CODE OF ETHICS. The issuer has adopted a code of ethics that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. For
purposes of this Item, the term code of ethics means written standards that
are reasonably designed to deter wrongdoing and to promote: Honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; Full, fair,
accurate, timely, and understandable disclosure in reports and documents that
the issuer files with, or submits to, the Commission and in other public
communications made by the issuer; Compliance with applicable governmental
laws, rules and regulations; The prompt internal reporting of violations of
the code to the board of directors or another appropriate person or persons;
and Accountability for adherence to the code. The issuer hereby undertakes to
provide to any person without charge, upon request, a copy of such code of
ethics. Such request may be made in writing to the board of directors at the
address of the issuer.
ITEM 6. EXECUTIVE COMPENSATION.
The following table summarizes executive compensation paid or accrued
during the past three fiscal years for our Chief Executive Officer.
SUMMARY COMPENSATION TABLE
Name Other
And Annual All Other
Principal Compen- Compen-
Position Year Salary($)Bonus($) sation($) sation($)
Ken Edwards 2006 8,000
CEO 2005 0
2004 0
COMPENSATION OF DIRECTORS None
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds the lesser of $120,000
or one percent of the average of the issuer's total assets at year-end for the
last three completed fiscal years, between the Company and any officer,
director, nominee for director, or 5% or greater beneficial owner of the
Company or an immediate family member of such person; nor any relationship in
which a director or nominee for director of the Company was also an officer,
director, nominee for director, greater than 10% equity owner, partner, or
member of any firm or other entity which received from or paid the Company,
for property or services, amounts exceeding 5% of the gross annual revenues or
total assets of the Company or such other firm or entity.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
We are authorized to issue 100,000,000 shares of common stock.
22,863,680 shares of common stock are presently outstanding. The common stock
is fully paid and non-assessable. The holders of common stock are entitled to
equal dividends and distributions, per share, on the common stock when, as and
if declared by the board of directors from funds legally available for that.
No holder of any shares of common stock has a pre-emptive right to subscribe
for any securities nor are any common shares subject to redemption or
convertible into other securities. Upon liquidation, dissolution or winding
up, and after payment of creditors and preferred stockholders, if any, the
assets will be divided pro-rata on a share-for-share basis among the holders
of the shares of common stock. All shares of common stock now outstanding are
fully paid, validly issued and non-assessable. Each share of common stock is
entitled to one vote on the election of any director or any other matter upon
which shareholders are required or permitted to vote. Holders of our common
stock do not have cumulative voting rights, so that the holders of more than
50% of the combined shares voting for the election of directors may elect all
of the directors, if they choose to do so and, in that event, the holders of
the remaining shares will not be able to elect any members to the board of
directors. Issuance of additional common stock in the future will reduce
proportionate ownership and voting power of each share outstanding. Directors
can issue additional common stock, without shareholder approval to the extent
authorized.
PREFERRED STOCK
We are also authorized to issue 5,000,000 shares of preferred stock .
Under the articles of incorporation, the board of directors has the power,
without further action by the holders of common stock, to designate the
relative rights and preferences of the preferred stock, and issue the
preferred stock in one or more series as designated by the board of directors.
The designation of rights and preferences could include preferences as to
liquidation, redemption and conversion rights, voting rights, dividends or
other preferences, any of which may be dilutive of the interest of the holders
of the common stock or the preferred stock of any other series. The board of
directors effects a designation of each series of preferred stock by filing
with the Nevada Secretary of State a Certificate of Designation defining the
rights and preferences of each series. Documents so filed are matters of
public record and may be examined according to procedures of the Nevada
Secretary of State, or copies may be obtained from the Company. The board of
directors has not designated any series or issued any shares of preferred
stock. The ability of directors, without stockholder approval, to issue
additional shares of preferred stock could be used as anti-takeover measures.
Anti-takeover measures may result in you receiving less for your stock than
you otherwise might. The issuance of preferred stock creates additional
securities with dividend and liquidation preferences over common stock, and
may have the effect of delaying or preventing a change in control without
further shareholder action and may adversely effect the rights and powers,
including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the market price
of the common stock.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
Presently, there is no public market for the common stock. Our common
stock is not quoted and is not listed on any national securities exchange or
the Nasdaq Stock Market, and is not traded in the over-the-counter market. No
shares are subject to outstanding options or warrants to purchase, nor are
there any outstanding securities convertible into common equity, except that
in connection with four loans of $2,500.00 each, the lenders have the right to
convert the note principal and accrued but unpaid interest into common stock
at a conversion price of $.005 per share, but only if and when the company is
an operating company and is no longer classified as a shell company under
rules promulgated by the Securities and Exchange Commission.
Our common stock may be considered a penny stock under rules promulgated
by the Securities and Exchange Commission. Under these rules, broker-dealers
participating in transactions in these securities must first deliver a risk
disclosure document which describes risks associated with these stocks,
broker-dealers' duties, customers' rights and remedies, market and other
information, and make suitability determinations approving the customers for
these stock transactions based on financial situation, investment experience
and objectives. Broker-dealers must also disclose these restrictions in
writing, provide monthly account statements to customers, and obtain specific
written consent of each customer. With these restrictions, the likely effect
of designation as a penny stock is to decrease the willingness of broker-
dealers to make a market for the stock, to decrease the liquidity of the stock
and increase the transaction cost of sales and purchases of these stocks
compared to other securities.
(B) HOLDERS.
As of December 31, 2006, there were 561 record holders of the Company's
Common Stock.
(C) DIVIDENDS.
Alynx, Co. has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future. Our present intention is to utilize all available funds
for the development of our business. The only restrictions that limit the
ability to pay dividends on common equity or that are likely to do so in the
future, are those restrictions imposed by law. Under Nevada corporate law, no
dividends or other distributions may be made which would render a company
insolvent or reduce assets to less than the sum of liabilities plus the amount
needed to satisfy outstanding liquidation preferences.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings. No
such action is contemplated by the Company nor, to the best of its knowledge,
has any action been threatened against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles or practices or
financial statement disclosure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company sold the following securities within the past three years
without registering the securities under the Securities Act:
On April 19, 2006, Ken Edwards, President and CEO, purchased 20,000,000
shares of common stock for $20,000 cash. This transaction was not registered
under the Act in reliance on the exemption from registration in Section 4(2)
of the Act, as a transaction not involving any public offering. These
securities were issued as restricted securities and the certificates were
stamped with restrictive legends to prevent any resale without registration
under the Act or in compliance with an exemption.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability
which they may incur in such capacity are as follows:
(a) Section 78.7502 & 78.751 of the Nevada Business Corporation Act
provides that each corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction, determines upon application that in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The certificate or articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and administrators
of such a person.
(b) The registrant's Articles of Incorporation and By-Laws limit liability of
its Officers and Directors to the full extent permitted by the Nevada Business
Corporation Act. See Article XI of the Articles of Incorporation.
PART F/S
FINANCIAL STATEMENTS.
See attached Financial Statements and Schedules.
ALYNX, CO.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 2006
ALYNX, CO.
[A Development Stage Company]
CONTENTS
PAGE
- Report of Independent Registered Public Accounting Firm 1
- Balance Sheet, December 31, 2006 2
- Statements of Operations, for the years
ended December 31, 2006 and 2005
and from re-entering the Development Stage
on December 20, 2005 through December 31, 2006 3
- Statement of Stockholders' Equity (Deficit),
from December 31, 2004 through
December 31, 2006 4
- Statements of Cash Flows, for the years
ended December 31, 2006 and 2005
and from re-entering the Development Stage
on December 20, 2005 through December 31, 2006 5
- Notes to Financial Statements 6 - 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
ALYNX, CO.
Kaysville, Utah
We have audited the accompanying balance sheet of Alynx, Co. [a
development stage company] as of December 31, 2006 and the related
statements of operations, stockholders' equity (deficit) and cash flows
for the years ended December 31, 2006 and 2005 and for the period from re-
entering the developments stage on December 20, 2005 through December 31,
2006. 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 audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits 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 Alynx, Co. [a
development stage company] as of December 31, 2006 and the results of its
operations and its cash flows for the years ended December 31, 2006 and
2005 and for the period from re-entering the developments stage on
December 20, 2005 through December 31, 2006, 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 5 to the
financial statements, the Company has incurred losses since its inception
and has not yet been successful in establishing profitable operations.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. Management's plans in regards to these
matters are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
February 5, 2007
ALYNX, CO.
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
2006
___________
CURRENT ASSETS:
Cash $ 6,352
Prepaid expense 7,500
___________
Total Current Assets 13,852
___________
Total Assets $ 13,852
____________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ -
Accrued Interest 590
___________
Total Current Liabilities 590
___________
CONVERTIBLE NOTES PAYABLE 10,000
___________
Total Liabilities 10,590
___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 5,000,000
shares authorized, no shares
issued and outstanding -
Common stock, $.001 par value, 100,000,000
shares authorized, 22,863,680 shares
issued and outstanding 22,864
Capital in excess of par value 1,418,002
Retained Earnings (Deficit) (1,420,866)
Deficit accumulated during the
development stage (16,738)
___________
Total Stockholders' Equity (Deficit) 3,262
___________
$ 13,852
____________
The accompanying notes are an integral part of this financial statement
-2-
ALYNX, CO.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
From re-entering
the
Development Stage
On
For the December 20,
Year Ended 2005
December 31, Thru
_______________________ December 31,
2006 2005 2006
__________ __________ ___________
REVENUE, net $ - $ - $ -
__________ __________ ___________
EXPENSES:
General and administrative 16,148 - 16,148
__________ __________ ___________
LOSS BEFORE OTHER
INCOME (EXPENSE) (16,148) - (16,148)
OTHER INCOME (EXPENSE):
Interest expense (590) - (590)
__________ __________ ___________
LOSS BEFORE INCOME TAXES (16,738) - (16,738)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
__________ __________ ___________
NET LOSS $ (16,738) $ - $ (16,738)
__________ __________ ___________
LOSS PER COMMON SHARE $ (.00) $ (.00)
__________ __________
The accompanying notes are an integral part of these financial statements.
-3-
ALYNX, CO.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM DECEMBER 31, 2004 THROUGH DECEMBER 31, 2006
Deficit
Accumulated
Common Stock Capital in Retained During the
____________________ Excess of Earnings Development
Shares Amount Par Value (Deficit) Stage
__________ _______ __________ ____________ _________
BALANCE,
December 31, 2004 2,863,680 2,864 1,418,002 (1,420,866) -
Net loss for the
year ended
December 31, 2005 - - - - -
__________ _______ __________ ____________ _________
BALANCE,
December 31, 2005 2,863,680 2,864 1,418,002 (1,420,866) -
Issuance of
20,000,000 shares
common stock for
cash, April 7,
2006 at
$.001 per share 20,000,000 20,000 - - -
Net loss for the
year ended
December 31, 2006 - - - - (16,738)
__________ _______ __________ ____________ _________
BALANCE,
December 31, 2006 22,863,680 $22,864 $1,418,002 $(1,420,866) $(16,738)
__________ _______ __________ ____________ _________
The accompanying notes are an integral part of these financial statements.
-4-
ALYNX, CO.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
From re-entering
the
Development Stage
on
For the December 20,
Year Ended 2005
December 31, Thru
____________________ December 31,
2006 2005 2006
_________ _________ _________
Cash Flows From
Operating Activities:
Net loss $(16,738) $ - $(16,738)
Adjustments to
reconcile net loss
to net cash used by
operating activities:
Change in assets
and liabilities:
Increase in
accounts payable - - -
Increase in
accrued interest 590 - 590
Decrease (increase)
in prepaid expense (7,500) - (7,500)
_________ _________ _________
Net Cash Provided
(Used) by
Operating Activities (23,648) - (23,648)
_________ _________ _________
Cash Flows From
Investing Activities:
_________ _________ _________
Net Cash (Used) by
Investing Activities - - -
_________ _________ _________
Cash Flows From
Financing Activities:
Proceeds from
common stock issuance 20,000 - 20,000
Proceeds from
promissory notes 10,000 - 10,000
_________ _________ _________
Net Cash Provided by
Financing Activities 30,000 - 30,000
_________ _________ _________
Net Increase
(Decrease) in Cash 6,352 - 6,352
Cash at Beginning of Period - - -
_________ _________ _________
Cash at End of Period $ 6,352 $ - $ 6,352
_________ _________ _________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the year ended December 31, 2006:
None
For the year ended December 31, 2005:
None
The accompanying notes are an integral part of these financial statements.
-5-
ALYNX, CO.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was incorporated on July 30, 1985 under the
laws of the State of Utah and on October 1, 1986 changed its domicile to
the State of Nevada. The Company was engaged in the creation and
development of new businesses involved in high-technology and
biotechnology research. In June 1989 the Company abandoned all operations.
During 1993 the Company changed its name from Genexus International, Inc
to Clearwater Holding, Inc., and acquired Clearwater Trucking, Inc.
Subsequently, the Clearwater Trucking acquisition was rescinded. During
1998 the Company changed its name to Cinco, Inc. and sold shares in order
to raise working capital. The company, however, remained dormant until
December 20, 2005 when it was determined by management that the Company
should prepare to become a public shell and re-entered the development
stage. On April 18, 2006 the Company changed its name to Alynx, Inc. On
May 3, 2006 the Company amended the Articles of Incorporation to increase
the authorized common shares from 50,000,000 to 100,000,000. The Company
plans to acquire, or merge with a targeted operating business that is
seeking public company status.
The Company, at the present time, has not commenced operations and is
defined by the SEC as a shell company. A shell company, (other than an
asset-backed issuer), is a company with no or nominal operations and
either 1) no or nominal assets, or 2) assets consisting solely of cash and
cash equivalents, or 3) assets consisting of any amount of cash and cash
equivalents and nominal other assets.
The Company has not generated substantive revenues from its planned
principal operations and is considered a development stage company as
defined in Statement of Financial Accounting Standards No. 7. The Company
has, at the present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial requirements of
the Company and other relevant factors.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." This statement requires an asset and liability approach
for accounting for income taxes [See Note 4].
Loss Per Share - The Company computes loss per share in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
which requires the Company to present basic and dilutive loss per share
when the effect is dilutive [See Note 7].
Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimated by management.
-6-
ALYNX, CO.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No.
153, "Exchanges of Nonmonetary Assets - an amendment of APB No. 29", SFAS
No. 123 (revised 2004), Share-Based Payment", SFAS No. 154, "Accounting
Changes and Error Corrections - a replacement of APB Opinion No. 20 and
FASB Statement No. 3", SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140",
SFAS No. 156, "Accounting for the Servicing of Financial Assets", SFAS
157, "Fair Value Measurements", and SFAS No. 158, "Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans - an amendment
of FASB Statements No. 87, 88, 106, and 132(R)", were recently issued.
SFAS No. 151, 152, 153, 123 (revised 2004), 154, 155, 156, 157 and 158
have no current applicability to the Company or their effect on the
financial statements would not have been significant.
Restatement - The financial statements have been restated for all periods
presented to reflect a 10-for-1 forward stock split effected by the
Company on May 25, 2006 [See Note 2].
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at December 31, 2006.
Common Stock - The Company has authorized 100,000,000 shares of common
stock with a $.001 par value. The total common shares issued and
outstanding is 22,863,680 and 2,863,680 at December 31, 2006 and 2005,
respectively.
In April 2006, the Company issued 20,000,000 shares of its previously
authorized but unissued common stock to the president of the Company for
cash. Proceeds from the sale of stock totaled $20,000 (or $.001 per
share).
Stock Split - On May 25, 2006 the Company effected a 10-for-1 forward
stock split. The financial statements for all periods presented have been
restated to reflect the stock split.
NOTE 3 - CONVERTIBLE NOTES PAYABLE
In May, 2006, the Company issued four $2,500 convertible notes payable.
The notes accrue interest at 10% per annum, are due in September 2009, and
are convertible, with accrued interest, into 500,000 shares of common
stock each. Accrued interest on the notes at December 31, 2006 is $590.
-7-
ALYNX, CO.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carryforwards. The Company
has available at December 31, 2006, an operating loss carryforward of
approximately $64,500 which may be applied against future taxable income
and which expires in various years through 2026. Due to a substantial
change in the Company's ownership, there is an annual limitation on the
amount of net operating loss carryforwards which can be utilized.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax asset is
approximately $9,700 and $7,200 as of December 31, 2006 and 2005,
respectively, with an offsetting valuation allowance of the same amount.
The change in the valuation allowance for the year ended December 31, 2006
is approximately $2,500.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since inception and has not yet
been successful at establishing profitable operations. These factors
raise substantial doubt about the ability of the Company to continue as a
going concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
through additional sales of its common stock. There is no assurance that
the Company will be successful in raising this additional capital or in
achieving profitable operations. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
NOTE 6 - RELATED PARTY TRANSACTIONS
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
office as a mailing address, as needed, at no expense to the Company.
Management Compensation - During 2006 and 2005 the Company paid $8,000 and
$0 in management compensation.
-8-
ALYNX, CO.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for
the periods presented:
For the
Year Ended
December 31,
_______________________
2006 2005
__________ __________
Income available to
common shareholders
(numerator) $ (16,738) $ -
__________ __________
Weighted average number
of common shares
outstanding during the
period used in loss
per share (denominator) 17,548,612 2,863,680
__________ __________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
-9-
PART III
ITEM 1. EXHIBITS INDEX
SEC No. Document Exhibit No.
3 Articles of Incorporation 3.1
3 By-Laws 3.2
3 Articles of Amendment 3.3
3 Articles of Amendment 3.4
4 Common Stock Specimen Certificate 4.1
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Alynx, Co.
By: /s/ Ken Edwards Date: 3/6/07
Ken Edwards, President and Director
Chief Executive Officer and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Van L. Butler, the undersigned's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for the undersigned and in their name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and
thing, requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and the
dates indicated.
By: /s/ Ken Edwards Date: 3/6/07
Ken Edwards, Chairman of the Board
Chief Executive Officer and Chief Financial Officer
ARTICLES OF INCORPORATION
OF
LEITECH, INC.
We, the undersigned, natural persons over the age of twenty-one (21)
years, acting as incorporators of a corporation under the general
corporation law (Chapter 78 of Nevada Revised Statutes) of the State of
Nevada, do hereby certify:
ARTICLE I
CORPORATE NAME
The name of the Corporation is LEITECH, INC.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
GENERAL PURPOSES
This Corporation is organized for the following purposes:
A. To purchase, sell and invest in new products, technologies and
businesses of any and all types and kinds.
B. To acquire or merge into existing businesses.
C. To buy, sell, mortgage, exchange, lease, hold for
investment or otherwise operate real and personal property of
all kinds and any interest therein.
D. For any other purposes allowed by law.
E. The provisions of this Article shall be construed as
purposes and powers and each as an independent purpose and
power. The enumeration of specific purposes and powers shall
not be held to limit or restrict in any manner the purposes and
powers of the Corporation, and the purposes and powers therein
specified shall not be limited or restricted by reference to,
or inference from, the terms of any provision of this or any
other article hereof.
ARTICLE IV
AUTHORIZED SHARES
The amount of the total authorized capital stock of this corporation
is $100,000.00 consisting of ONE HUNDRED MILLION (100,000,000) shares with
a par value of ONE TENTH OF ONE CENT ($0.001) per share. All stock of this
corporation shall be of the same class, which shall be designated common
stock.
ARTICLE V
PRINCIPAL OFFICE
The principal office of the Corporation is to be located at One East
First Street, Reno, Washoe City, Nevada 89501. The registered agent at that
address is Corporation Trust Company of Nevada.
ARTICLE VI
PRE-EMPTIVE RIGHTS
The shareholders shall have no pre-emptive rights to acquire any
securities of this Corporation.
ARTICLE VII
DIRECTORS
The number of directors constituting the initial Board of Directors
of the corporation is three (3) and the names and addresses of the persons
who are to serve as directors until their successors are elected and shall
qualify are:
Leon E. Lee l18 North 1170 East
Springville, UT 84663
Ronald Tracy Stevens 2892 East 7320 South
Salt Lake City, UT 84117
Barbara B. Lee 118 North 1170 East
Springville, UT 84663
ARTICLE VIII
INCORPORATORS
The names and addresses of the incorporators are:
Leon E. Lee l18 North 1170 East
Springville, UT 84663
Ronald Tracy Stevens 2892 East 7320 South
Salt Lake City, UT 84117
Barbara B. Lee 118 North 1170 East
Springville, UT 84663
ARTICLE IX
NON-ASSESSABILITY
Shares of the Corporation shall not be subject to assessment for
payment of the debts of the Corporation.
ARTICLE X
EXEMPTION FROM CORPORATE DEBTS
The private property of the shareholders shall not be subject to the
payment of any corporate debts to any extent whatsoever.
DATED this 29th day of August, 1986.
/s/ Leon E. Lee .
Incorporator
/s/ Ronald Tracy Stevens .
Incorporator
/s/ Barbara B. Lee .
Incorporator
STATE OF UTAH
:SS.
COUNTY OF SALT LAKE
On the 29th day of August, 1986, personally appeared before me Leon E.
Lee, who being by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereto set my hand and seal this 29th day
of August, 1986.
/s/ Laura Lee Sorenson .
NOTARY PUBLIC
Residing at Salt Lake City
My Commission Expires:
12/4/89
STATE OF UTAH
:SS.
COUNTY OF SALT LAKE
On the 29th day of August, 1986, personally appeared before me Ronald
Tracy Stevens, who being by me first duly sworn, declared that he is the
person who signed the foregoing document as an incorporator and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereto set my hand and seal this 29th day
of August, 1986.
/s/ Laura Lee Sorenson .
NOTARY PUBLIC
Residing at Salt Lake City
My Commission Expires:
12/4/89
STATE OF UTAH
:SS.
COUNTY OF SALT LAKE
On the 29th day of August, 1986, personally appeared before me Barbara
B. Lee, who being by me first duly sworn, declared that he is the person
who signed the foregoing document as an incorporator and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereto set my hand and seal this 29th day
of August, 1986.
/s/ Laura Lee Sorenson .
NOTARY PUBLIC
Residing at Salt Lake City
My Commission Expires:
12/4/89
BYLAWS FOR
LEITECH, INC.
ARTICLE I
OFFICES - BOOKS AND RECORDS
Section 1.1 Offices. The initial principal place of business
of the Corporation and its principal place of business is 118 North 1170
East, Springville, UT 84663.
Section 1.2 Registered Agent. The initial registered agent
of the Corporation is CT Corporation.
Section 1.3 Books and Records. The Corporation shall keep
at its registered office the following books and records and any
shareholder of record, upon written demand stating the purpose thereof,
shall have the right to examine, in person, or by agent or attorney, at
any reasonable time or times, for any proper purpose, the same and to
make extracts therefrom:
(a) Its books and records of account.
(b) Its minutes of meetings of the Board of Directors and
any committees thereof.
(c) Its minutes of meetings of the shareholders.
(d) Its record of shareholders, which shall give their names
and addresses and the number and class of the shares held by each.
(e) Copies of its Articles of Incorporation and Bylaws as
originally executed and adopted together with all subsequent amendments
thereto.
Section 1.4 Financial Statements. Upon the written request
of any shareholder of the Corporation, the Corporation shall mail to
such shareholder its most recent annual or quarterly financial
statements showing in reasonable detail its assets and liabilities and
the results of its operation unless the Bylaws shareholder has already
received the same. Neither the Corporation nor any director, officer,
employee or agent of the Corporation shall be liable to the shareholder
or anyone to whom the shareholder discloses the financial statement or
any information contained therein for any error or omission therein
whether caused without fault, by negligence or by gross negligence,
unless (1) the error or omission is material, (2
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the director, officer, employee or agent in question knew of the error
or omission and intended for the shareholder or other person to rely
thereon to his detriment, (3) the shareholder or other persons did
reasonably rely thereon, and, in addition, 4) he is otherwise liable
under applicable law.
ARTICLE II BYLAWS
Section 2.1 Amendments. These Bylaws may be altered, amended
or repealed and new Bylaws adopted by the Board of Directors. Any such
action shall be subject to repeal or change by action of the
shareholders, but the alteration, amendment, repeal, change or new Bylaw
(and the repeal of the old Bylaw) shall be valid and effective and no
director, officer, shareholder, employee or agent of the Corporation
shall incur any liability by reason of any action taken or omitted in
reliance of the same. The power of the shareholders to repeal or change
any alteration, amendment, repeal or new Bylaw shall not extend to any
original Bylaw of the Corporation so long as it is not altered, amended
or repealed, but only to action by the Board thereafter. There shall be
no time limit on its exercise.
Section 2.2 Bylaw provisions Additional and Supplemental to
Provisions of Law. All restrictions, limitations, requirements and other
provisions of these Bylaws shall be construed, insofar as possible, as
supplemental and additional to all provisions of law applicable to the
subject matter thereof and shall be full complied with in addition to
the said provisions of law unless such compliance shall be illegal.
Section 2.3 Bylaw Provisions Contrary to or Inconsistent with
Provisions of Law. Any article, section, subsection, subdivision,
sentence, clause or phrase of these Bylaws which, upon being construed
in the manner provided in Section 2.2 hereof, shall be contrary to or
inconsistent with any applicable provision of law, shall not apply so
long as said provisions of law shall remain in effect, but such result
shall not affect the validity or applicability of any other portions of
these Bylaws, it being hereby declared that these Bylaws would have been
adopted and each article, section, subsection, subdivision, sentence,
clause or phrase thereof, irrespective of the fact that any or more
articles, sections, subsections, subdivisions, sentences, clauses or
phrases is or are illegal.
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ARTICLE III
MEETING OF SHAREHOLDERS
Section 3.1 Place of Meetings. All meetings of the shareholders,
annual or special, however called, shall be held at the registered office
of the Corporation unless the Board of Directors designates another place.
The Board of Directors may designate any place for any meeting, either
within or without the state of incorporation.
Section 3.2 Annual Meeting. An annual meeting of the shareholders
shall be held on the second Tuesday of the fourth month after the end of
the Corporation's fiscal year, or at such other time as is designated by
the Board of Directors and is provided for in the Notice of Meeting, for
the election of directors and for the transaction of such other business as
may come before the meeting.
Section 3.3 Special Meetings. Special meetings of the shareholders
may be called by the Chairman of the Board, the President, the Board of
Directors or the holders of not less than one-tenth (1/lO) of all the
shares entitled to vote at the meeting.
Section 3.4 Notice of Shareholders' Meetings. Written or
printed notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (IO) nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary or the officer or persons
calling such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the united States Mail addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation with postage thereon prepaid.
Section 3.5 Waiver of Notice. Any shareholder may waive notice
of any meeting of shareholders (however called or noticed, whether or not
called or noticed and whether before, during or after the meeting) by
signing a written waiver of notice or a consent to the holding of such
meeting, or in approval of the minutes thereof. Attendance at a meeting, in
person or by proxy, shall constitute waiver of all defects of call or
notice regardless of whether waiver, consent or approval is signed or any
objections are made. All such waivers, consents, or approvals shall be made
a part of the minutes of the meeting.
Section 3.6 Fixing Record Date for Meeting. The stock transfer
books of the Corporation shall not be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of the
shareholders but, in lieu thereof the date on which notice is given in
accordance with Section
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3.4 above shall be the record date for those purposes. Such date shall not
be more than fifty (50) nor less than ten (10) days before the date of the
meeting. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made under this section, such
determination shall apply in any adjournment thereof.
Section 3.7 Voting List. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make, at least
ten (IO) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of
shares held by each, which list, for a period of ten (10) days prior to the
meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any shareholder at any time during
usual business hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting
of shareholders.
Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 3.8 Quorum of Shareholders' Vote. A majority of the
shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If a quorum is present,
the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Delaware Business Corporations act or the Articles of
Incorporation. Shares shall not be counted to make up a quorum for a
meeting if voting of them at the meeting has been enjoined or for any
reason they cannot be lawfully voted at the meeting. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than quorum.
Section 3.9 Voting of Shares. Each outstanding share regardless
of class shall be entitled to one vote on each matter submitted to vote at
a meeting of shareholders, except to the extent that the voting rights of
the shares of any class or classes are limited or denied by the Articles of
Incorporation.
Neither treasury shares nor shares held by another Corporation if a
majority of the shares entitled to vote for the election of directors of
such other Corporation is held by the Corporation, shall be voted at any
meeting or counted in
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determining the total number of outstanding shares at any given time.
Section 3.10 Proxies. A shareholder may vote either in person 0r
by proxy executed in writing by the shareholder or by his dU1 authorized
attorney-in-fact. No proxy shall b~ valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy, specifically
providing a longer length of time for which the proxy is to continue in
force, which in no case shall exceed seven (7) years from the date of
execution any shareholder giving a written consent, or his proxy, or his
transferee or personal representative, or their respective proxies, may
revoke the same prior to the time that written consents of the number of
shares required to authorize the proposed action have been filed with the
Secretary of the Corporation, but may not do so thereafter.
Section 3.11 Elections of Directors. At each election for
directors every shareholder entitled to vote at such election shall have
the right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected and for whose
election he has a right to vote. The candidates receiving the highest
number of votes up to the number of directors to be elected shall be
declared elected. Elections for directors need not be by ballot except upon
demand made by a shareholder at the election and before the voting begins.
Section 3.12 Adjournments. Any shareholders' meeting, whether or
not a quorum is present, may be adjourned from time to time by the vote of
a majority of the shares, the holders of which are either present in person
or represented by proxy thereat, but, except as provided in section 3.8
hereof, in the absence of a quorum no other business may be transacted at
such meeting. When a meeting is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of an
original special meeting. Save as aforesaid, it shall not be necessary to
give any notice of the time and place of the adjourned meeting or of the
business to be transacted thereat other than by announcement at the meeting
at which such adjournment is taken.
ARTICLE IV
DIRECTORS
Section 4.1 Exercise of Corporate Power. The business and
affairs of the Corporation shall be managed by the Board of Directors.
Section 4.2 Qualifications. Directors need not be residents of
the state of the Company's incorporation or
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shareholders of the Corporation. They need have no other qualifications.
Section 4.3 Compensation. The Board of Directors shall have
authority to fix the compensation of directors. Such compensation so fixed
shall be reported to the shareholders. Any compensation so fixed shall be
for services as a Director only, and a Director who serves the Corporation
in any other capacity may receive a separate compensation therefor.
Section 4.4 Number. The number of Directors of the Corporation
is a minimum of three (3) and a maximum of nine (9) as determined by the
Board of Directors.
Section 4.5 Term. The term of each Director shall beg in
immediately on his election and shall continue until the date set under
these Bylaws for the next annual meeting of the shareholders. Each Director
shall hold office for the term for which he is elected and until his
successor shall have been elected and qualified.
Section 4.6 Elections. At each annual meeting the shareholders
shall elect Directors, provided that if for any reason said annual meeting
or an adjournment thereof is not held or the Directors are not elected
thereat, then the Directors may be elected at any special meeting of the
shareholders called and held for that purpose.
Section 4.7 Vacancies. A vacancy or vacancies in the Board of
Directors shall exist in case of the death, resignation or removal of any
Directors, or if the authorized number of Directors is increased, or if the
shareholders fail, at any annual or special meeting at which any Director
is elected, to elect the full authorized number of Directors to be voted
for at that meeting. Also, the Board of Directors may declare vacant the
office of a Director if he is found to be of unsound mind by an order of a
court of competent jurisdiction or convicted of a felony or misdemeanor
involving moral turpitude or if, within sixty (60) days after notice of his
elections, he does not accept the off ice either in writing or by attending
a meeting of the Board of Directors. Any vacancy occurring may be filled by
the affirmative vote of a majority of the remaining Directors (or a sole
remaining Director) although less than a quorum. A Director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in
office, or if there was no predecessor, until the date set under these
Bylaws .for the next annual meeting and until his successor is elected. Any
vacancy created by reason of the removal of one or more Directors by the
shareholders may be filled by election of the shareholders at the meeting
to which the Director or Directors are removed.
Section 4.8 Removal. At a meeting expressly called for that
purpose, one or more Directors may be removed by a vote of
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a majority of the shares entitled to vote at an election of Directors.
Section 4.9 Regular Meetings. A regular meeting of the Board of
Directors shall be held without further notice than this Bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place, either
within or without the state of Utah for the holding of additional regular
meetings without other notice than such resolution.
Section 4.10 Special Meetings. Special meetings of the Board of
Directors may be, called by or at the request of the President or any two
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
Delaware as the place for holding any special meeting of the Board of
Directors called by them.
Section 4.1l Notice of Special Meeting. Notice of any special
meeting shall be given at least three (3) days previously thereto by
written notice delivered personally or mailed to each Director at his
business address, or by telegram. If mailed, such notice shall be deemed to
be delivered to the Post Office. Any Director may waive notice of any
meeting. The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver
of notice of such meeting.
Section 4.12 Quorum. A majority of the number of Directors fixed
by these Bylaws shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 4.l3 Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section 4.14 Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of
the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by certified or registered mail to
the secretary of the Corporation immediately after the
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adjournment of the meeting. Such right of dissent shall not apply to a
Director who voted in favor of such action.
Section 4.15 Committees. The Board of Directors by resolution
adopted by the majority of the number of Directors fixed by the Bylaws may
designate 1 committee or committees consisting of not less than two (2)
directors which committee or committees, to the extent provided in such
resolution, shall have and may exercise all the authority therein provided;
but the designation of such committee or committees and the delegation
thereto of authority shall not operate to relieve the Board of Directors,
or any member thereof, of any responsibility imposed upon it or him by law.
ARTICLE V
OFFICERS
Section 5.1 Election and Qualifications. The officers of this
Corporation shall consist of a president, one or more vice presidents, a
secretary and a treasurer, each of whom shall be elected by the Board of
Directors at the meeting of the Board of Directors next following the
annual meeting of the shareholders (or at any meeting if an office is
vacant) and such other officers, including a Chairman of the Board of
Directors, and assistant officers and agents, as the Board of Directors
shall deem necessary, who shall be elected and shall hold their offices for
such terms as the Board of Directors may prescribe. Any two or more offices
may be held by the same person except those of president and secretary. Any
vice president, assistant treasurer or assistant secretary, respectively,
may exercise any of the powers of the president, the treasurer, or the
secretary, respectively, as directed by the Board of Directors and shall
perform such other duties as are imposed upon him by the Bylaws or the
Board of Directors.
Section 5.2 Term of Office and Compensation. The term of office
and salary of each of said officers and the manner and time of the payment
of such salaries shall be fixed and determined by the Board of Directors
and may be altered by said Board from time to time at its pleasure.
Section 5.3 Removal and Vacancies. Any officer of the
Corporation may be removed by the Board of Directors at any meeting
whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights. If any vacancy
occurs in any office of the Corporation, the Board of Directors may elect a
successor to fill such vacancy for the remainder of
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the unexpired term and until his successor is fully chosen and qualified.
ARTICLE VI
CHAIRMAN OF THE BOARD
Section 6.1 Powers and Duties. The Chairman of the Board of
Directors, if there be one, shall have the power to preside at all meetings
of the Board of Directors and shall have such other powers and shall be
subject to such other duties as the Board of Directors may from time to
time prescribe.
ARTICLE VII
PRESIDENT
Section 7.1 Powers and Duties. The powers and duties of the
president are:
(a) To act as the chief executive officer of the Corporation
and, subject to the control of the Board of Directors, to have general
supervision, direction and control of the business and affairs of the
Corporation.
(b) To preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors.
(c) To call meetings of the shareholders and also of the Board
of Directors to be held at such times and, subject to the limitations
prescribed 'by law or by these Bylaws, at such places as he shall deem
proper.
(d) To affix the signature of the Corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing which have been authorized by the Board
of Directors or which, in the judgment of the President, should be executed
on behalf of the Corporation and do not require such authorization, to sign
certificates for shares of stock of the Corporation and, subject to the
direction of the Board of Directors, to have general charge of the property
of the Corporation and to supervise and control all officers, agents and
employees of the Corporation.
Section 7.2 President pro tem. If neither the Chairman of the
Board, the president, nor the vice president is present at any meeting of
the Board of Directors, a president pro tem may be chosen to preside and
act at such meeting. If neither the president nor the vice president is
present at any meeting
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of the shareholders, a president pro tem may be chosen to preside at such
meeting.
ARTICLE VIII
VICE PRESIDENT
Section 8.l Powers and Duties. In case of the absence,
disability or death of the president, the vice president, or one of the
vice presidents, shall exercise all his powers and perform all his duties.
If there is more than one vice president, the order in which the vice
presidents shall succeed to the powers and duties of the president shall be
as fixed by the Board of Directors. The vice president or vice presidents
shall have such other powers and perform such other duties as may be
granted or prescribed by the Board of Directors.
ARTICLE IX
SECRETARY
Section 9.1 Powers and Duties. The powers and duties of the
secretary are:
(a) To keep a book of minutes at the principal office of the
Corporation or such other place as the Board of Directors may order, or all
meetings of its Directors and shareholders with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at Directors' meetings,
the number of shares present or represented at shareholders' meetings and
the proceedings thereof.
(b) To keep the seal of the Corporation and to affix the same
to all instruments which may require it.
(c) To keep or cause to be kept at the principal office of the
Corporation, or at the office of the transfer agent or agents, a share
register, or duplicate share registers, showing the names of the
shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for shares, and the number
and date of cancellation of every certificate surrendered for cancellation.
(d) To keep or cause to be kept at the registered office of the
Corporation the books and records required by Section 1.3(b),(c), (d) and
(e) above.
(e) To keep a supply of certificates for shares of the
Corporation, to fill in certificates issued, and to make
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a proper record of each such issuance; provided, that so long as the
Corporation shall have one or more duly appointed and acting transfer
agents of the shares, or any class or series of shares of the Corporation,
such duties with respect to such shares shall be performed by such transfer
agent or transfer agents.
(f) To transfer upon the share books of the Corporation any and
all shares of the Corporation; provided, that so long as the Corporation
shall have one or more duly appointed and acting transfer agents of the
shares, or any class or series of shares, of the Corporation, such duties
with respect to such shares shall be performed by such transfer agent or
transfer agents, and the method of transfer of each certificate shall be
subject to the reasonable regulations of the transfer agent to which the
certificate is presented for transfer, and also if the Corporation then has
one or more duly appointed and acting registrars, to the reasonable
regulations of the registrar to which the new certificate is presented for
registration; and provided, further, that no certificate for shares of
stock shall be issued or delivered or, if issued or delivered, shall have
any validity whatsoever until and unless it has been signed or
authenticated in the manner provided in Section 11.4 hereof.
(g) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case
of the absence, disability, refusal or neglect of the secretary to make
service or publication of any notices, then such notices may be served
and/or published by the president or a vice president, or by any person
thereunto authorized by either of them or by the Board of Directors or by
the holders of a majority of the outstanding shares of the Corporation.
(h) To prepare the voting lists required by Section 3.7 above.
(l) Generally to do and perform all such duties as pertain to
his office and as may be required by the Board of Directors.
ARTICLE X
TREASURER
Section 10.l Powers and Duties. The powers and duties of the treasurer
are:
(a) To supervise and control the keeping and maintaining of
adequate and correct accounts of the Corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses
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capital, surplus and shares. Any surplus, including earned surplus, paid-in
surplus and surplus arising from a reduction of stated capital, shall be
classified according to source and shown in a separate account. The books
of account shall at all reasonable times be open to inspection by any
Director and by any shareholder as provided in Section 1.3 above.
(b) To keep or cause to be kept at a registered office of the
Corporation the books and records required by Section l.3(a) above.
(c) To have the custody of all funds, securities, evidences of
indebtedness and other valuable documents of the Corporation and, at his
discretion, to cause any or all thereof to be deposited for the account of
the Corporation with such depository as may be designated from time to time
by the Board of Directors.
(d) To receive or cause to be received, and to give or cause to
be given, receipts and acquittances for monies paid in for the account of
the Corporation.
(e) To disburse, or cause to be disbursed, all funds of the
Corporation as may be directed by the Board of Directors, taking proper
vouchers for such disbursements.
(f) To render to the president and to the Board of Directors,
whenever they may require, accounts of all transactions as treasurer and of
the financial condition of the Corporation.
(g) Generally to do and perform all such duties as pertain to
his office and as may be required by the Board of Directors.
ARTICLE XI
SUNDRY PROVISIONS
Section 11.1 Instruments in Writing. All checks, drafts, demands
for money and notes of the Corporation, and all written contracts of the
Corporation, shall be signed by such officer or officers, agent or agents,
as the Board of Directors may from time to time by resolution designate. No
officer, agent or employee of the Corporation shall have power to bind the
Corporation by contract or otherwise unless authorized to do so by these
Bylaws or by the Board of Directors.
Section ll.2 Fiscal Year. The fiscal year of this Corporation
shall be determined by the Board of Directors.
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Section ll.3 Shares Held by the Corporation. Shares in other
corporations standing in the name of this Corporation may be voted or
represented and all rights incident thereto may be exercised on behalf of
this Corporation by any officer of this Corporation authorized so to do by
resolution of the Board of Directors.
Section ll.4 Certificates of Stock. There shall be issued
to each holder of fully paid shares of the capital stock of the corporation
a certificate or certificates for such shares. Every such certificate shall
be either (a) signed by the president or a vice president and the secretary
or an assistant secretary of the Corporation and countersigned by a
transfer agent of the Corporation (if the Corporation shall then have a
transfer agent) and registered by the registrar of the shares of capital
stock of the Corporation (if the Corporation shall then have a registrar);
or (b) authenticated by facsimiles of the signature of the president and
secretary of the Corporation or by facsimile of the signature of the
president and the written signature of the secretary or an assistant
secretary and countersigned by a transfer agent of the Corporation and
registered by a registrar of the shares of the capital stock of the
Corporation.
Section ll.5 Lost Certificates. Where the owner of any
certificate for shares of the capital stock of the Corporation claims that
the certificate has been lost, destroyed or wrongfully taken, a new
certificate shall be issued in place of the original certificate if the
owner (a) so requests, before the Corporation, has notice that the original
certificate has been acquired by a bona fide purchaser, and (b) files with
the Corporation an indemnity bond in such form and in such amount as shall
be approved by the president or a vice president of the Corporation, and
(c) satisfies any other reasonable requirements imposed by the Corporation.
The Board of Directors may adopt such other provisions and restrictions
with reference to lost certificates, not inconsistent with applicable law,
as it shall in its discretion deem appropriate.
ADOPTED this 23rd day of September 1986.
/s/ Leon Lee .
Leon Lee, President
ATTEST:
/s/ Barbara Lee .
Barbara Lee, Secretary
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby certify
that the undersigned is the Secretary of the aforesaid Corporation, duly
organized and existing under and by virtue of the laws of the State of
Nevada; that the above and foregoing Bylaws of said Corporation were duly
and regularly adopted as such by the Board of Directors of said Corporation
by unanimous consent.
DATED this 23rd day of September 1986.
/s/ Barbara Lee .
Barbara Lee, Secretary
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
GENEXUS INTERNATIONAL, INC.
Pursuant to the applicable provisions of the Nevada Business
Corporations Act, Genexus International, Inc. (the "Corporation")
adopts the following Articles of Amendment to its Articles of
Incorporation by stating the following:
FIRST: The present name of the corporation is Genexus
International, Inc.
SECOND: The following amendments to its Articles of
Incorporation were adopted by majority vote of shareholders of the
Corporation on April 20, 1993 in the manner prescribed by Nevada
law.
1. Article I is amended to read as follows:
Name. The name of the corporation shall be: Clearwater
Holding, Inc.
2. Article IV is hereby amended to read as follows:
Capitalization. (a) Common stock. The Corporation shall
have the authority to issue 50,000,000 shares of common stock
having a par value of $.001. All common stock of the Corporation
shall be of the same class and shall have the same rights and
preferences. Fully paid common stock of this corporation shall not
be liable for further call or assessment. The authorized common
shares shall be issued at the discretion of the Directors. (b)
Preferred stock. The Corporation shall have the authority to issue
5,000,000 shares of preferred stock each having a par value of
$.001, with such rights, preferences and designations and to be
issued in such series as determined by the Board of Directors of
the Corporation.
3. Article XI is hereby added to the articles of incorporation
as follows:
ARTICLE XI
LIABILITY OF DIRECTORS AND QFFICERS
No director or officer shall be personally liable to the
corporation or its stockholders for monetary damages for any breach
of fiduciary duty by such person as a director or officer.
Notwithstanding the foregoing sentence, a director or officer shall
be liable to the extent provided by applicable law, (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) for the payment of dividends in violation
of NRS 78. 300.
The provisions hereof shall not 'apply to or have any effect
on the liability or alleged liability of any officer or director of
the Corporation for or with respect to any acts or omissions of
such person occurring prior to such amendment.
4. The Corporation has effectuated a 1.5 for 1 forward stock
split of its shares of common stock outstanding as of March 24,
1993 increasing said outstanding shares from 789,624 shares to
1,184,436 shares. Said forward split to be effective with the
commencement of business on April 21, 1993.
THIRD: The number of shares of the Corporation outstanding
and entitled to vote at the time of the adoption of said amendment
was 789,624.
FOURTH: The number of shares voted for such amendments was
556,951 (71 %) and the number voted against such amendment was 535.
DATED this 19th day of April 1993.
GENEXUS INTERNATIONAL, INC.
/s/ C. Gary Fitzgerald
C. Gary Fitzgerald,
President/Secretary
VERIFICATION
STATE OF UTAH )
): ss.
COUNTY OF SALT LAKE )
The undersigned being first duly sworn, deposes and states:
that the undersigned is the Secretary of Genexus International,
Inc. that the undersigned has read the Articles of Amendment and
knows the contents thereof and that the same contains a truthful
statement of the Amendment duly adopted by the sole director and
stockholders of the Corporation.
/s/ C. Gary Fitzgerald
C. Gary Fitzgerald,
Secretary
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
1. Name of Corporation: Alynx, Co.
2. The articles have been amended as follows (provide article numbers if
available)
ARTICLE IV
CAPITALIZATION
(a) Common Stock. The Corporation shall have the authority to issue
100,000,000 shares of common stock having a par value of $.001. All common
stock of the Corporation shall be of the same class and shall have the same
rights and preferences. Fully paid common stock of this Corporation shall not
be liable for further call or assessment. The authorized common shares shall
be issued at the discretion of the Directors.
(b) Preferred Stock. The Corporation shall have the authority to issue
5,000,000 shares of preferred stock each having a par value of $.001, with
such rights, preferences and designations and to be issued in such series as
determined by the board of directors of the Corporation.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
*articles of incorporation have voted in favor of the amendment is: 200,000
4. Effective date of filing (optional):
5. Officer Signature (required): /s/Ken Edwards, president
* If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holder of shares representing a
majority of the voting power of each class of series affected by the amendment
regardless of limitations or restrictions on the voting power thereof.
[Stock Certificate Border Graphics]
Number Shares
[No. of Cert] [No. of Shares]
Alynx, Co.
Incorporated Under the Laws of the State of Nevada
100,000,000 Common Shares Authorized, $.001 Par Value
THIS CERTIFIES THAT [Name of Shareholder] IS THE
REGISTERED HOLDER OF [Number of Shares]
Shares of Alynx, Co. Common Stock
transferrable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile Seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: [date of Certificate]
/s/Ken Edwards /s/Ken Edwards
Secretary President
[Graphic of Corporate Seal]
[Border Graphics]
Interwest Transfer Co. Inc. P.O. Box 17136/Salt Lake City, Utah 84117
Countersigned & Registered ______________________________