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 June 30, 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 90-0300868 (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 (Registrant's 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 June 30, 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 June 30, 2007 INDEX PART I Financial Information 3 Item I Unaudited Condensed Financial Statements 3 Unaudited Condensed Balance Sheet - June 30, 2007 4 Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2007 and 2006, and from re-entering Development Stage on December 20, 2005 through June 30, 2007 5 Unaudited Condensed Statements of Cash Flows, for the six months ended June 30, 2007 and 2006 and from re-entering Development Stage on December 20, 2005 through June 30, 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 11 Item 1 Legal Proceedings 11 Item 2 Sales of Unregistered Equity Securities and use of proceeds 11 Item 3 Defaults upon Senior Securities 11 Item 4 Submission of Matters to a vote of Security Holders 11 Item 5 Other Information 11 Item 6 Exhibits 11 Signatures 12 2
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. 3
ALYNX, CO. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEET ASSETS June 30, 2007 ___________ CURRENT ASSETS: Cash $ 14,676 ___________ Total Current Assets 14,676 ___________ Total Assets $ 14,676 ___________ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 10,220 Accrued interest 1,118 Accrued interest - related party 210 Convertible Note Payable - related party 15,000 ___________ Total Current Liabilities 26,548 ___________ CONVERTIBLE NOTES PAYABLE 10,000 ___________ Total Liabilities 36,548 ___________ 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 (41,872) ___________ Total Stockholders' Equity (Deficit) (21,872) ___________ $ 14,676 ___________ The accompanying notes are an integral part of these unaudited condensed financial statements. 4
ALYNX, CO. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS From re-entering For the Three For the Six Developement Months Ended Months Ended Stage on June 30, June 30, December 20, _____________________ _____________________ 2005 through 2007 2006 2007 2006 June 30, 2007 __________ __________ __________ __________ _____________ REVENUE $ - $ - $ - $ - $ - __________ __________ __________ __________ _____________ EXPENSES: General and administrative 8,501 4,422 24,396 4,422 40,544 __________ __________ __________ __________ _____________ Total Expenses 8,501 4,422 24,396 4,422 40,544 __________ __________ __________ __________ _____________ LOSS BEFORE OTHER INCOME (EXPENSE) (8,501) (4,422) (24,396) (4,422) (40,544) OTHER INCOME (EXPENSE): Interest expense (474) (90) (738) (90) (1,328) __________ __________ __________ __________ _____________ Total Other Income (Expense) (8,975) (90) (738) (90) (1,328) __________ __________ __________ __________ _____________ LOSS BEFORE INCOME TAXES (8,975) (4,422) (25,134) (4,512) (41,872) CURRENT TAX EXPENSE - - - - - DEFERRED TAX EXPENSE - - - - - __________ __________ __________ __________ _____________ NET LOSS $ (8,975) $ (4,422) $ (25,134) $ (4,512) $ (41,872) __________ __________ __________ __________ _____________ LOSS PER COMMON SHARE: $ (.00) $ (.00) $ (.00) $ (.00) __________ __________ __________ __________ WEIGHTED AVERAGE OUTSTANDING SHARES 22,863,680 21,325,218 22,863,680 12,145,448 __________ __________ __________ __________ The accompanying notes are an integral part of these unaudited condensed financial statements. 5
ALYNX, CO. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS From re-entering For the Six the Development Months Ended Stage on June 30, December 20, ______________________ 2005 through 2007 2006 June 30, 2007 __________ __________ ______________ Cash Flows from Operating Activities: Net loss $ (25,134) $ (4,512) $ (41,872) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Changes in assets and liabilities: Decrease (Increase) in prepaid expense 7,500 (12,500) - Increase in accounts payable 10,220 - 10,220 Increase in accrued interest 528 90 1,118 Increase in accrued interest - related party 210 - 210 __________ __________ ______________ Net Cash Provided (Used) by Operating Activities (6,676) (16,922) (30,324) __________ __________ ______________ Cash Flows from Investing Activities: Net Cash (Used) by Investing Activities - - - __________ __________ ______________ Cash Flows from Financing Activities: Proceeds from sale of common stock - 20,000 20,000 Proceeds from promissory notes - 10,000 10,000 Proceeds from convertible note payable - related party 15,000 - 15,000 __________ __________ ______________ Net Cash Provided by Financing Activities 15,000 30,000 45,000 __________ __________ ______________ Net Increase (Decrease) in Cash 8,324 13,078 14,676 Cash at Beginning of Period 6,352 - - __________ __________ ______________ Cash at End of Period $ 14,676 $ 13,078 $ 14,676 __________ __________ ______________ 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 six months ended June 30, 2007: None For the six months ended June 30, 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 June 30, 2007, the results of operations and cash flows at June 30, 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 June 30, 2007 and 2006 are not necessarily indicative of the operating results for the full year. 7
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 June 30, 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 June 30, 2007 and 2006. 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 June 30, 2007 and 2006 was $1,118 and $90, respectively. 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 six month period ended June 30, 2007 and 2006 the Company paid $6,000 and $2,000 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. Six Month Period Ended June 30, 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 $41,872 for the period ended June 30, 2007. Our revenues for the six months ending June 30, 2007 were $0 compared to $0 for the same period in 2006. For the six months ending June 30, 2007 net loss was $25,134 compared to $4,512 for the same period in 2006. Expenses during the six months ended June 30, 2007, consisted of $24,396 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 $4,422 in general and administrative expenses. Interest expense totaled $738 and $90 for the six months ended June 30, 2007 and 2006, respectively. As of June 30, 2007 our total assets were $14,676 consisting of cash of $14,676. Total liabilities at June 30, 2007 are $36,548 consisting of $10,000 in convertible notes payable, $10,220 in accounts payable, shareholder advance of $15,000 and $1,328 in accrued interest. Liquidity and Capital Resources At June 30, 2007 we had $14,676 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 June 30, 2007 we also had total liabilities of $36,548. As a result, we will need to generate up to $40,000 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 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. 9
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. (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. 10
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 SEC Ref. Title of Document No. No. 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 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 11
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: August 13, 2007 /s/ Ken Edwards Ken Edwards Chief Executive Officer Chief Financial Officer 12
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: August 13, 2007 by: /s/ Ken Edwards
Ken Edwards, President & Director
(Chief Executive Officer and Chief
Financial Officer)
13
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: August 13, 2007 by: /s/ Ken Edwards
Ken Edwards, President & Director
14