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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-52491
ALYNX, CO.
(Name of Small Business Issuer as specified in its charter)
Nevada 87-0628764
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) identification No.)
1378 Ramola Street, Kaysville, Utah 84037
(Address of principal executive offices)
801-628-5555
(Registrants telephone no., including area code)
No Change
(Former name, former address, and former fiscal year, if changed since
last report.)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock - $.001 par value
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
Common Stock outstanding at March 31, 2007 - 22,863,680 shares of $.001 par
value Common Stock.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes _ X _ No____
ALYNX, CO.
[ A Development Stage Company ]
FORM 10-QSB
March 31, 2007
INDEX
PART I Financial Information 3
Item I Unaudited Condensed Financial Statements 4
Unaudited Condensed Balance Sheet - March 31, 2007 4
Unaudited Condensed Statements of Operations for
the three months ended March 31, 2007 and 2006, and
from re-entering Development Stage on December 20,
2005 through March 31, 2007 5
Unaudited Condensed Statements of Cash Flows, for
the three months ended March 31, 2007 and 2006 and
from re-entering Development Stage on December 20,
2005 through March 31, 2007 6
Notes to Unaudited Condensed Financial Statements 7 - 8
Item 2 Management's Discussion and Analysis of Financial
Plan or Plan of Operations 9
Item 3 Controls and procedures 10
PART II Other Information 12
Item 1 Legal Proceedings 12
Item 2 Sales of Unregistered Equity Securities and use
of proceeds 12
Item 3 Defaults upon Senior Securities 12
Item 4 Submission of Matters to a vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits 12
Signatures 13
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PART 1 FINANCIAL INFORMATION
Item 1 Unaudited Condensed Financial Statements
In the opinion of management, the accompanying unaudited
condensed financial statements included in this Form 10-QSB
reflect all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of the results of
operations for the periods presented. The results of operations
for the periods presented are not necessarily indicative of the
results to be expected for the full year.
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ALYNX, CO.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEET
ASSETS
March 31,
2007
___________
CURRENT ASSETS:
Cash $ 1,777
Prepaid expense 3,500
___________
Total Current Assets 5,277
___________
Total Assets $ 5,277
___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 7,320
Accrued interest 854
___________
Total Current Liabilities 8,174
___________
CONVERTIBLE NOTES PAYABLE 10,000
___________
Total Liabilities 18,174
___________
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 (1,420,866)
Deficit accumulated during the
development stage (32,897)
___________
Total Stockholders' Equity (Deficit) (12,897)
___________
$ 5,277
___________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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ALYNX, CO.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
From
re-entering
For the Three the Development
Months Ended Stage on
March 31, December 20,
______________________ 2005 thorough
2007 2006 March 31, 2007
__________ __________ ______________
REVENUE $ - $ - $ -
__________ __________ ______________
EXPENSES:
General and administrative 15,895 - 32,043
__________ __________ ______________
Total Expenses 15,895 - 32,043
__________ __________ ______________
LOSS BEFORE OTHER INCOME (EXPENSE) (15,895) - (32,043)
OTHER INCOME (EXPENSE):
Interest expense (264) - (854)
__________ __________ ______________
Total Other Income (Expense) (264) - (854)
LOSS BEFORE INCOME TAXES (16,159) - (32,897)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
__________ __________ ______________
NET LOSS $ (16,159) $ - $ (32,897)
__________ __________ ______________
LOSS PER COMMON SHARE $ (.00) $ (.00)
__________ __________
WEIGHTED AVERAGE
OUTSTANDING SHARES 22,863,680 2,863,680
__________ __________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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ALYNX, CO.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
From
re-entering
For the Three the Development
Months Ended Stage on
March 31, December 20,
______________________ 2005 thorough
2007 2006 March 31, 2007
__________ __________ ______________
Cash Flows from Operating Activities:
Net loss $ (16,159) $ - $ (32,897)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued
taxes - - -
Decrease (Increase) in prepaid
expense 4,000 - (3,500)
Increase in accounts payable 7,320 - 7,320
Increase in accrued interest 264 - 854
__________ __________ ______________
Net Cash Provided (Used) by
Operating Activities (4,575) - (28,223)
__________ __________ ______________
Cash Flows from Investing Activities:
Net Cash (Used) by
Investing Activities - - (28,223)
__________ __________ ______________
Cash Flows from Financing Activities:
Proceeds from sale of common stock - - 20,000
Proceeds from promissory notes - - 10,000
__________ __________ ______________
Net Cash Provided by
Financing Activities - - 30,000
__________ __________ ______________
Net Increase (Decrease) in Cash (4,575) - 1,777
Cash at Beginning of Period 6,352 - -
__________ __________ ______________
Cash at End of Period $ 1,777 $ - $ 1,777
__________ __________ ______________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the three months ended March 31, 2007:
None
For the three months ended March 31, 2006:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
- 6 -
ALYNX, CO.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED 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 under the name Leibra, Inc. On October 1, 1986,
the stockholders approved a merger with Leitech, Inc., a newly formed
Nevada corporation, to change 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.
Development Stage - The Company has not generated any revenues from
operations and is considered to have re-entered development stage on
December 20, 2005. 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.
Condensed Financial Statements - The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position at March
31, 2007, the results of operations and cash flows at March 31, 2007 and
2006 and for the periods then ended have been made. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in
the United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2006 audited financial statements. The results of operations
for the periods ended March 31, 2007 and 2006 are not necessarily
indicative of the operating results for the full year.
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ALYNX, CO.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
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 March 31, 2007.
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 at March 31, 2007.
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 March 31, 2007 is $854.
NOTE 4 - 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 5 - 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 the three month period ended March 31,
2007 and 2006 the Company paid $4,000 and $0 in management compensation.
- 8 -
Item 2. Management's Discussion and Analysis of Financial Condition
or Plan of Operation
Forward-Looking Statement Notice
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may,"
"will," "expect," "believe," "anticipate," "estimate" or "continue"
or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within our
control. These factors include but are not limited to economic
conditions generally and in the industries in which we may
participate; competition within our chosen industry, including
competition from much larger competitors; technological advances and
failure to successfully develop business relationships. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date the statement was made.
Three Month Period Ended March 31, 2007 and 2006
Our revenues, since re-entering the Development Stage on December 20,
2005, total $0 and we have a cumulative net loss of $32,897 for the
period ended March 31, 2007. Our revenues for the three months
ending March 31, 2007 were $0 compared to $0 for the same period in
2006. For the three months ending March 31, 2007 net loss was $16,159
compared to $0 for the same period in 2006. Expenses during the
three months ended March 31, 2007, consisted of $15,895 in general
and administrative expense and $0 in depreciation and amortization.
Expenses during the comparable period in 2006 consisted of $0 in
depreciation and amortization and $0 in general and administrative
expenses. Interest expense totaled $264 and $0 for the three months
ended March 31, 2007 and 2006, respectively.
As of March 31, 2007 our total assets were $5,277 consisting of cash
of $1,777 and prepaid expenses of $3,500. Total liabilities at March
31, 2007 are $18,174 consisting of $10,000 in convertible notes
payable, $7,320 in accounts payable and $854 in accrued interest.
Liquidity and Capital Resources
At March 31, 2007 we had $1,777 in cash and have had no revenues
since re-entering the Development Stage on December 20, 2005. We
estimate that general and administrative expenses for the next twelve
months will be approximately $12,000. At March 31, 2007 we also had
total liabilities of $18,174. As a result, we will need to generate
up to $30,000 to pay our debts and meet our ongoing financial needs.
Since inception we have primarily financed our operations through the
sale of common stock. In order to raise the necessary capital to
maintain our reporting company status, we may sell additional stock,
arrange debt financing or seek advances from our officers or
shareholders. We do not have any commitments for financing.
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
- 9 -
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. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The Company's
management, with the participation of the chief executive
officer/chief financial officer, carried out an evaluation of the
effectiveness of the Company's "disclosure, controls and procedures"
(as defined in the Securities Exchange Act of 1934 (the "Exchange
Act") Rules 13a-15(e) and 15-d-15(e) as of the end of the period
covered by this quarterly report (the "Evaluation Date"). Based upon
that evaluation, the chief executive officer/chief financial officer
concluded that, as of the Evaluation Date, the Company's disclosure,
controls and procedures are effective, providing material information
relating to the Company as required to be disclosed in the reports
the Company files or submits under the Exchange Act on a timely
basis.
- 10 -
(b) Changes in Internal Control over Financial Reporting. There
were no changes in the Company's internal controls over financial
reporting, known to the chief executive officer or the chief
financial officer, that occurred during the period covered by this
report that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.
- 11 -
PART II. OTHER INFORMATION
Item 1. 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 2. Sales of Unregistered Equity Securities and Use of Proceeds
(a) During the period covered by this report, there were no equity
securities of the issuer, sold by the issuer, that were not
registered under the Securities Act.
(b) During the period covered by this report, there were no
securities that the issuer sold by registering the securities under
the Securities Act.
(c) During the period covered by this report, there was no
repurchase made of equity securities registered pursuant to section
12 of the Exchange Act.
Item 3. Defaults Upon Senior Securities
There has not been any material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other
material default not cured within 30 days, with respect to any
indebtedness of the issuer exceeding 5 percent of the total assets of
the issuer.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during the
period covered by this report, through the solicitation of proxies or
otherwise.
Item 5. Other Information
None.
Item 6. Exhibits
Copies of the following documents are included as exhibits to this
report pursuant to Item 601 of Regulation S-B.
Exhibit No. SEC Ref. No. Title of Document
1 31.1 Certification of the Principal Executive
Officer/ Principal Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002. Attached
2 32.1 Certification of Chief Executive Officer
and Chief Financial Officer pursuant to
section 906 of the Sarbanes-Oxley Act of
2002* Attached
- 12 -
- The Exhibit attached to this Form 10-QSB shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to liability under that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
ALYNX, CO.
Date: May 10, 2007 /s/ Ken Edwards
Ken Edwards
Chief Executive Officer
Chief Financial Officer
- 13 -
EXHIBIT 31
CERTIFICATIONS
required by Rules 13a-14(a) or 15d-14(a)
I, Ken Edwards, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ALYNX, CO.,
the issuer;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the issuer as of, and for, the periods presented in this
report;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period
in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the issuer's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
d. Disclosed in this report any change in the issuer's internal
control over financial reporting that occurred during the issuer's
most recent fiscal quarter (the issuer's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the issuer's internal
control over financial reporting; and
5. The issuer's other certifying officers and I have disclosed, based on
our most recent evaluation, to the issuer's auditors and the audit
committee of the issuer's board of directors (or persons performing
the equivalent functions):
a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the issuer's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's
internal control over financial reporting.
Date: May 10, 2007 by: /s/ Ken Edwards
Ken Edwards, President & Director
(Chief Executive Officer and Chief
Financial Officer)
Exhibit 32
Certification Pursuant to Title 18, United States Code, Section 1350
(imposed by Section 906 of the Sarbanes-Oxley Act of 2002)
The undersigned Chief Executive Officer and Chief Financial Officer
certify that this report fully complies with the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, and the information
contained in the report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
Date: May 10, 2007 by: /s/ Ken Edwards
Ken Edwards, President & Director