SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (2)) |
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Definitive Information Statement |
CELLYNX GROUP, INC.
(Name of Registrant as Specified In Its Charter)
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No fee required |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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Date Filed: |
CELLYNX GROUP, INC.
1111 Brickell Avenue, 11th
Floor, Miami, FL 33131
(305) 913-7151
October 21, 2015
Dear Shareholder:
This Information Statement is first
being furnished on or about October 21, 2015 to the holders of record as of the close of business day on October 19, 2015 (the
“Record Date”), of shares of common stock (the “Common Stock”), of Cellynx Group, Inc. (the “Company,”
“our”, “we” or “us”). The purpose of this Information Statement is to notify our stockholders
that on October 19, 2015 we received written consent (the “Written Consent”) from one shareholder holding or able to
direct the vote of 1,489,745,971 shares of Common Stock, representing approximately 60% of the then total issued and outstanding
Common Stock, to elect John G. M. Ainsworth II as the sole director of the Company.
The enclosed Information Statement is being
furnished to you in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the regulations promulgated
there under, including Regulation 14C, to inform you that the foregoing action has been approved by the holder of a majority of
the outstanding shares of voting stock of the Company. The action will not be submitted to the other shareholders of the Company
for a vote and, therefore, the Board of Directors of the Company is not soliciting your proxy in connection with the adoption of
this resolution and proxies are not requested from shareholders. The resolution will not become effective before the date which
is twenty (20) calendar days after this Information Statement was first mailed to shareholders. You are urged to read the Information
Statement in its entirety for a description of the actions to be taken by the Company.
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/s/ John G. M. Ainsworth II
John G. M. Ainsworth II, CEO & Director |
CELLYNX GROUP, INC.
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
[AND RULE 14C-2] THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY’S
SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS INFORMATION STATEMENT IS BEING MAILED TO
SHAREHOLDERS ON OR ABOUT
October 21, 2015.
_______________________________________________________________
The enclosed Information Statement is being furnished to you to
inform you that on September 21, 2015 Mr. Patrick Grant, the CEO, Secretary and Director of the Company died. On October 19, 2015,
John G. M. Ainsworth II was elected the CEO and Director of the Company by a resolution approved and adopted by the holder of 1,489,745,971
shares of Common Stock of the Company, which represents approximately 60% of the total outstanding voting shares of the Company
as of October 19, 2015 (the “Record Date”), by Written Consent.
Because a shareholder holding at least a majority of the voting
rights of the Company’s outstanding voting stock has voted in favor of the foregoing action and has sufficient voting power
to approve such action through its ownership of Common Stock, no other shareholder consents will be solicited in connection with
the transactions described in this Information Statement. The resolution will not become effective before the date which is twenty
(20) days after this Information Statement was first mailed to shareholders.
You are urged to read the Information Statement in its
entirety for a description of the action taken by the Company. The Board of Directors is not soliciting your proxy in connection
with the adoption of this resolution and proxies are not requested from shareholders.
The Company is distributing this Information Statement
to its shareholders in full satisfaction of any notice requirements it may have under the Nevada Revised Statutes (the “NRS”).
No additional action will be undertaken by the Company with respect to the receipt of written consents, and no dissenters’
rights with respect to the receipt of the written consents, and no dissenters’ rights under the NRS are afforded to the Company’s
shareholders as a result of the adoption of this resolution.
The Company will pay all costs associated with the distribution
of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial
owners of the Company's Common Stock. Expenses in connection with the distribution of this Information Statement, which are anticipated
to be less than $5,000, will be paid by us.
The Company will only deliver one Information Statement to
multiple security holders sharing an address unless the Company has received contrary instructions from one or more of the security
holders. Upon written or oral request, the Company will promptly deliver a separate copy of this Information Statement and any
future annual reports and information statements to any security holder at a shared address to which a single copy of this Information
Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements
to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests
to the following address: Cellynx Group, Inc., 1111 Brickell Avenue, 11th Floor, Miami FL 33131. The Company may also
be reached at (305) 913-7151.
Mr. Ainsworth is an attorney with a JD degree from the University
of Miami, an MBA from Oakland University and a degree in Supply Chain Management from Michigan State University. Over the past
five years, he has provided services to corporations, investors and entrepreneurs in the legal sector focused on corporate transactions.
Previously, Mr. Ainsworth was consultant and project manager leading and participating in cost savings and complex product enhancement
projects in the auto industry with leading automotive manufacturers from Germany and the United States. Before consulting Mr. Ainsworth
spent eighteen months in the logistics sector managing shipments via truck and rail throughout NAFTA, and three years in sheet
metal products manufacturing. Over the years Mr. Ainsworth has worked on many cross-functional projects encompassing professionals
in the following areas: engineering, manufacturing, technology, logistics, purchasing, sales and marketing, among other areas.
Mr. Patrick Grant did not own any shares of common stock of
the Company and was also paid $5,000 per month for his services as an officer and director.
INFORMATION ON CONSENTING SHAREHOLDER
Pursuant to the Company’s Articles of Incorporation
and the NRS, a vote by the holders of at least a majority of the Company's outstanding voting stock is required to effect the actions
described in this Information Statement. The Company’s Articles of Incorporation and Bylaws do not authorize cumulative voting.
As of the Record Date, the Company had 2,480,497,933 voting shares of Common Stock issued and outstanding. 5BARZ International
Inc. is the record and beneficial owner of 1,489,745,971 shares of Common Stock, which represents 60% of the issued and outstanding
shares of the Company’s Common Stock. Pursuant to NRS 78.320, 5BARZ International Inc. voted in favor of the action described
herein by Written Consent dated as of October 19, 2015, attached hereto as Appendix A. No consideration was paid for its consent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of October 19, 2015, the number of
shares of Common Stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more
than 5% of the outstanding shares of Common Stock, (ii) each officer and director of the Company; and (iii) all officers and directors
as a group. Information relating to beneficial ownership of Common Stock by our directors, officers, and principal shareholders
is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities
and Exchange Commission (“SEC”). Under these rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power,
which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below,
each person has sole voting and investment power.
The percentages below are calculated based on 2,480,497,933 shares
of Common Stock issued and outstanding as of October 19, 2015, the Record Date.
Beneficial Ownership Table
| Name and Address of Beneficial Owner |
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Number of Shares of Common Stock
Beneficially Owned or Right to Direct Vote |
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Percent of Common Stock Beneficially
Owned or Right to Direct Vote |
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5BARZ International, Inc.
9444 Waples Street, Suite 140
San Diego, CA, 92121
John C von Leesen – Living Trust
413 North Canal Street,
Chicago, Il, 60654 |
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1,489,745,971
244,450,000 |
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60%
9.8% |
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| All directors and executive officers as a group (0 persons) |
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0 |
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NA |
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
5BARZ International Inc. does not have a substantial interest in
the actions taken by the consenting shareholder by Written Consent.
PROPOSALS BY SECURITY HOLDERS
None.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE CONTACT:
John G.M. Ainsworth II, CEO & Director
CELLYNX GROUP, INC.
1111 Brickell Ave, 11th Floor, Miami,
FL 33131
(305) 913-7151
BY ORDER OF THE CURRENT BOARD OF DIRECTORS,
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/s/ John G. M. Ainsworth II |
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John G. M. Ainsworth II, CEO and Director |
October 21, 2015