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