KELYNIAM
GLOBAL, INC.
(A
Development Stage Company, Date of Inception December 30, 2005)
BALANCE
SHEETS (unaudited)
As
of March 31, 2008 and December 31, 2007
|
|
March 31,
2008
(Unaudited)
|
|
|
December 31,
2007
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
8,420
|
|
|
$
|
8,533
|
|
Accounts
receivable
|
|
|
1,050
|
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
9,470
|
|
|
|
9,733
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net of accumulated depreciation of $26,128, and $22,203
respectively
|
|
|
53,494
|
|
|
|
56,844
|
|
|
|
|
|
|
|
|
|
|
Other
assets
|
|
|
486
|
|
|
|
1,162
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
63,450
|
|
|
$
|
67,739
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Current
portion of notes payable
|
|
$
|
7,833
|
|
|
$
|
7,719
|
|
Accounts
payable and accrued expenses
|
|
|
96,354
|
|
|
|
85,267
|
|
Loans
payable – related parties
|
|
|
19,860
|
|
|
|
23,766
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
124,047
|
|
|
|
116,752
|
|
|
|
|
|
|
|
|
|
|
Notes
payable, net of current portion
|
|
|
21,227
|
|
|
|
23,176
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
145,274
|
|
|
|
139,928
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY (Deficit)
|
|
|
|
|
|
|
|
|
Common
stock, $.001 Par Value, 10,000,000 shares authorized 9,761,300 and
9,513,800 shares issued and outstanding respectively
|
|
|
9,761
|
|
|
|
9,513
|
|
Additional
paid-in capital
|
|
|
195,438
|
|
|
|
146,186
|
|
Retained
deficit
|
|
|
(
227,888
|
)
|
|
|
( 227,888
|
)
|
Net
income (loss)
|
|
|
( 59,135
|
)
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
TOTAL
SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
|
( 81,824
|
)
|
|
|
( 72,189
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
$
|
63,450
|
|
|
$
|
67,739
|
|
The
accompanying notes are an integral part of the financial
statements.
KELYNIAM
GLOBAL, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)
For
the three months ended March 31, 2008, and 2007 and for the Period
From
Inception (December 30, 2005) to March 31, 2008
|
|
Three
Months Ended March 31,
|
|
|
From
Inception Through
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
REVENUES
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
5,450
|
|
|
$
|
24,456
|
|
|
$
|
121,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
16,356
|
|
|
|
12,933
|
|
|
|
120,476
|
|
Professional
fees
|
|
|
17,050
|
|
|
|
10,430
|
|
|
|
111,938
|
|
Officer
Compensation Expense
|
|
|
30,000
|
|
|
|
--
|
|
|
|
130,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
63,406
|
|
|
|
23,363
|
|
|
|
362,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) before other income (expense) and income taxes
|
|
|
(
57,956
|
)
|
|
|
1,093
|
|
|
|
(
241,147
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense (net)
|
|
|
(1,179
|
)
|
|
|
( 579
|
)
|
|
|
( 6,407
|
)
|
Loss
on sale of securities
|
|
|
--
|
|
|
|
--
|
|
|
|
( 39,469
|
)
|
Total
other income (expense)
|
|
|
(1,179
|
)
|
|
|
( 579
|
)
|
|
|
( 45,876
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
( 59,135
|
)
|
|
$
|
514
|
|
|
$
|
( 287,023
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(
59,135
|
)
|
|
$
|
514
|
|
|
$
|
(
287,023
|
)
|
Unrealized
loss on investment securities
|
|
|
--
|
|
|
|
( 423
|
)
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income (loss)
|
|
$
|
( 59,135
|
)
|
|
$
|
91
|
|
|
$
|
( 287,023
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
8,122,077
|
|
|
|
8,091,655
|
|
|
|
8,122,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
available to common shareholders per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
( .007
|
)
|
|
$
|
.00
|
|
|
$
|
( .04
|
)
|
The
accompanying notes are an integral part of the financial
statements.
KELYNIAM
GLOBAL, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS (unaudited)
For
the Three Months ended March 31, 2008 and 2007 and for the Period
From
Inception (December 30, 2005) through March 31, 2008
|
|
Three
Months Ended March 31,
|
|
|
From
Inception through March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(
59,135
|
)
|
|
$
|
514
|
|
|
$
|
(
287,023
|
)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
3,925
|
|
|
|
3,925
|
|
|
|
26,128
|
|
Loss
on sale of securities
|
|
|
--
|
|
|
|
--
|
|
|
|
39,469
|
|
Stock
issued for services
|
|
|
30,000
|
|
|
|
--
|
|
|
|
142,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGES
IN OPERATING ASSETS AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
150
|
|
|
|
( 192
|
)
|
|
|
( 1,050
|
)
|
Other
assets
|
|
|
676
|
|
|
|
--
|
|
|
|
( 486
|
)
|
Accounts
payable and accrued expenses
|
|
|
11,087
|
|
|
|
6,359
|
|
|
|
96,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
( 13,297
|
)
|
|
|
10,606
|
|
|
|
15,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of marketable securities
|
|
|
--
|
|
|
|
( 400
|
)
|
|
|
(
213,918
|
)
|
Sale
of marketable securities
|
|
|
--
|
|
|
|
--
|
|
|
|
174,449
|
|
Net
borrowings from related parties
|
|
|
( 3,906
|
)
|
|
|
( 6,457
|
)
|
|
|
( 17,973
|
)
|
Acquisition
of fixed assets
|
|
|
( 575
|
)
|
|
|
--
|
|
|
|
( 1,611
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
( 4,481
|
)
|
|
|
( 6,857
|
)
|
|
|
( 59,053
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
subscriptions received
|
|
|
--
|
|
|
|
20
|
|
|
|
3,920
|
|
Issuance
of common stock
|
|
|
19,500
|
|
|
|
--
|
|
|
|
59,199
|
|
Repayment
of long term debt
|
|
|
(
1,835
|
)
|
|
|
( 1,705
|
)
|
|
|
( 11,038
|
)
|
Net
borrowings from loan payable
|
|
|
--
|
|
|
|
( 100
|
)
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
17,665
|
|
|
|
( 1,785
|
)
|
|
|
52,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
(113
|
)
|
|
|
1,964
|
|
|
|
8,420
|
|
CASH
AT BEGINNING OF PERIOD
|
|
|
8,533
|
|
|
|
1,966
|
|
|
|
--
|
|
CASH
AT END OF PERIOD
|
|
$
|
8,420
|
|
|
$
|
3,930
|
|
|
|
8,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
Interest
paid
|
|
$
|
1,179
|
|
|
$
|
579
|
|
|
$
|
6,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCASH
INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer/Director
loan for fix assets
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
37,913
|
|
Fixed
assets purchased through issuance of notes payable
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
40,098
|
|
Stock
issued for services
|
|
$
|
30,000
|
|
|
$
|
--
|
|
|
$
|
142,000
|
|
The
accompanying notes are an integral part of the financial
statements.
KELYNIAM
GLOBAL, INC.
(A
Development Stage Company, Date of Inception December 30, 2005)
NOTES
TO FINANCIAL STATEMENTS (unaudited)
MARCH
31, 2008
NOTE 1 -
|
ORGANIZATION, DESCRIPTION OF
COMPANY’S BUSINESS AND BASIS OF
PRESENTATION
|
Kelyniam
Global, Inc. was originally organized and incorporated under the name Ketner
Global Investments, Inc. in the state of Nevada on December 30, 2005. On January
1, 2006, the Company formally commenced operations. On December 5,
2007, the name was changed from Ketner Global Investments, Inc. to Kelyniam
Global, Inc. The Company’s address is 1100 North University Avenue,
Suite 135, Little Rock, Arkansas 72207.
The
Company is an engineering and management consulting company providing services
for, but not limited to, large scale manufacturing industries. The Company
offers a complete cradle to grave consulting service that encompasses all
disciplines of the Design, Engineering and Manufacturing process which
specializes in the use of CADCAM (Computer aided design computer aided
manufacturing), primarily in the aircraft and automotive
industries. The Company also intends to invest in companies within
these industries in which engineering consultant work is provided
for. Historically, the primary revenue generation has been done by
consulting for these larger firms.
The
accompanying interim financial statements have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The unaudited interim financial statements
reflect all adjustments, consisting of normal recurring adjustments which, in
the opinion of management, are necessary to present a fair statement of the
results for the period.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these unaudited interim
financial statements be read in conjunction with the audited financial
statements and notes thereto for the year ended December 31, 2007, included in
the Company’s 2007 Annual Report on Form 10-KSB, filed with the Securities and
Exchange Commission on March 11, 2008. The results of operations for
the three months ended March 31, 2008 are not necessarily indicative of the
operating results for the full year.
Going
Concern
The
accompanying unaudited interim financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As
reflected in the unaudited interim financial statements, losses from December
30, 2005 (inception) to March 31, 2008 aggregated $287,023 and raise substantial
doubt about the Company’s ability to continue as a going concern. The
Company’s cash flow requirements during this period have been met by
contributions of capital and debt financing.
Management
anticipates that financing will be required in order to further the Company’s
development and growth. Currently, no engagements have been made for
this financing and the Company cannot determine if and when this financing could
or will be made available. No assurance can be given that there will
be sources of financing available to the Company. If the Company is
unable to generate profits, or unable to obtain additional funds for its working
capital needs, it may have to cease operations.
The
interim financial statements do not include any adjustments relating to the
recoverability and classification of assets or liabilities that might be
necessary should the Company be unable to continue as a going
concern.
Development Stage
Company
As of
March 31, 2008, the Company has not produced significant revenues from its
engineering and management consulting services. Accordingly, the Company’s
activities have been accounted for as those of a “Development Stage Company” as
set forth in SFAS No. 7, “Accounting for Development Stage Entities.” Among the
disclosures required by SFAS No. 7 are that the Company’s unaudited interim
financial statements be identified as those of a development stage company. In
addition, the statements of operations and comprehensive loss and cash flows are
required to disclose all activity since the Company’s date of
inception.
The
Company will continue to prepare its unaudited interim financial statements and
related disclosures in accordance with SFAS No. 7 until such time that the
Company’s services have generated significant revenues.
Common Stock
Split
On
December 10, 2007, the Company effected a two-for-one stock split. All share and
per share information has been retroactively adjusted to reflect the stock
split.
KELYNIAM
GLOBAL, INC.
(A
Development Stage Company, Date of Inception December 30, 2005)
NOTES
TO FINANCIAL STATEMENTS (unaudited)
MARCH
31, 2008
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Revenue
Recognition
The
Company recognizes revenue as services are performed. Currently, revenue is
recognized from non-contractual consulting services. The Company
currently has no revenue generating contracts and all previous revenues reported
from April 17, 2006 through May 10, 2007, were pursuant to a contract providing
engineering consulting work for Dassault Falcon Jet, a major aircraft
manufacturer in Little Rock, Arkansas. The contract was a “Time and
Material” type contract in which the Company had been contracted to
help in the reduction of delivery times for aircraft produced at this facility
by providing engineer consulting personnel that specialize in this field. This
contract had been the major source of revenues for the Company, until the
contract was terminated.
The
Company’s principal shareholders provide the consulting services on behalf of
the Company to generate revenues for the Company. The Company does not pay for
such services. Since the Company is at the early stage as a development stage
company, the Company does not impute service expenses.
Marketable
Securities
The
Company accounts for marketable securities in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 115 “Accounting for Certain
Investments in Debt, and Equity Securities”. Under this standard,
certain investments in debt and equity securities are reported at fair
value. The Company’s marketable securities, which consist primarily
of investments in the stock of public companies, are reported as securities
available for sale. The unrealized gain (loss) on these securities is
reflected as a separate component of shareholders’ equity and any changes in
their value are included in the comprehensive loss.
Cost used
in the computation of realized gains and losses is determined using the average
cost method. As of December 31, 2007, the Company has closed the
account that was used for investment purposes, therefore, during the three
months ended March 31, 2008, there were no sales of marketable securities;
however there were sales of marketable securities during the year ended December
31, 2007 in the amount of $13,487 resulting in net losses of
$6,187.
Cash
Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Use of
Estimates
The
preparation of the unaudited interim financial statements and related
disclosures, in conformity with accounting principles generally accepted in the
United States of America, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the unaudited
interim financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Earnings (Loss) Per
Share
The
Company calculates earnings (loss) per share in accordance with SFAS No. 128,
“Earnings Per Share”. Basic earnings (loss) per share was computed by
dividing net income (loss) by the weighted average number of common shares
outstanding. At March 31, 2008 and December 31, 2007, there were no potentially
dilutive shares excluded from the calculation of earnings (loss) per
share. The weighted average number of common shares outstanding
reflects the two for one (2:1) forward stock split effective December 10,
2007.
Employee
Compensation
For the
three months ended March 31, 2008, the Company entered into an agreement with
Mr. Richard G. Owston for a stock compensation package in exchange for services
for the amount of $30,000 for a total of 150,000 shares of common
stock. The Company’s interim financial statements reflect this
officer compensation package.
Recent Accounting
Pronouncements
The Company does not believe
recent accounting pronouncements have a material impact on its interim financial
statements.
KELYNIAM
GLOBAL, INC.
(A
Development Stage Company, Date of Inception December 30, 2005)
NOTES
TO FINANCIAL STATEMENTS (unaudited)
MARCH
31, 2008
NOTE 3 -
|
ISSUANCE OF COMMON
STOCK
|
The
Company caused to be in effect a two for one (2:1) forward stock split with the
certificates of record as of December 10, 2007 and the following discussion of
the Company’s common stock reflects this forward split.
From
January 1, 2008, through March 31, 2008, the Company issued a total of 247,500
shares of common stock at a price of $.20 per share for a total of $19,500 in
cash, and $30,000 for services by a recently appointed affiliate. The
accompanying unaudited interim financial statements reflect these most recent
issuances.
The
Company’s long-term debt consists of the following:
Description
|
|
Interest Rate
|
|
Due Date
|
|
March 31, 2008
|
|
Automobile
loan payable in monthly installments of $370.68 including interest,
collateralized by the automobile
|
|
|
5.9
|
%
|
2011
|
|
$
|
13,748
|
|
|
|
|
|
|
|
|
|
|
|
Automobile
loan payable in monthly installments of $403.89 including interest,
collateralized by the automobile
|
|
|
5.9
|
%
|
2011
|
|
|
15,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,060
|
|
|
|
|
|
|
|
|
|
|
|
Less:
current notes payable
|
|
|
|
|
|
|
|
7,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,227
|
|
Long-term
debt matures as follows:
The three
months ended March 31,
2009
|
|
$
|
7,833
|
|
2010
|
|
|
8,308
|
|
2011
|
|
|
8,812
|
|
Year
Ended 2011
|
|
|
4,107
|
|
Total
|
|
$
|
29,060
|
|
NOTE 5-
|
RELATED PARTY
TRANSACTIONS
|
One of
the officer/directors of the Company has made interest free advances to the
Company. During 2005, the officer contributed office furnishings and equipment
in the amount of $1,913. During 2006, the officer made a loan to the
Company, in the amount of $13,000, by way of an automobile trade. As
of March 31, 2008, the balance of this loan payable is $10,985. The
balance of this loan will be paid as cash flow permits.
Another
of the officer/directors of the Company has made interest free advances to the
Company. During 2005, the officer contributed computer equipment in the amount
of $3,000. During 2006, the officer made a loan to the Company, in
the amount of $20,000, by way of an automobile trade. As of March 31,
2008, the balance of this loan payable is $8,875. The balance of this
loan will be paid as cash flow permits.
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Forward Looking
Statements
The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report and incorporated by
reference in the audited financial statements and notes thereto for the year
ended December 31, 2007, included in the Company’s 2007 Annual Report on Form
10-KSB, filed with the Securities and Exchange Commission on March 11,
2008. Historical results and percentage relationships among any
amounts in these unaudited financial statements are not necessarily indicative
of trends in operating results for any future period.
The
statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC
filings. The words “believe,” “expect,” “anticipate,” “intend,”
“plan,” and similar expressions identify forward-looking
statements.
The safe
harbors of forward-looking statements provided by Section 21E of the Exchange
Act are unavailable to issuers of penny stock. As we issued securities at a
price below $5.00 per share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.
Overview of
Business
Kelyniam
Global, Inc. was originally organized and incorporated under the name Ketner
Global Investments, Inc. in the state of Nevada on December 30,
2005. On January 1, 2006, the Company formally commenced
operations. On December 5, 2007, the name was changed from Ketner
Global Investments, Inc. to Kelyniam Global, Inc. The Company’s
address is 1100 North University Avenue, Suite 135, Little Rock, Arkansas
72207.
The
Company is an engineering and management consulting company providing services
for, but not limited to, large scale manufacturing industries. We offer a
complete cradle to grave consulting service that encompasses all disciplines of
the Design, Engineering and Manufacturing process which specializes in the use
of CADCAM (Computer aided design computer aided manufacturing). Our
clients are typically in the aircraft and automotive
industries. Historically, our primary revenue generation has been
done by consulting for these larger firms. Some examples of the types
of services our Company and officers have offered in the past, and which
Kelyniam Global, Inc. intends to offer in the future but not limited to are as
follows:
Initial
design and development in automotive styling studios including ‘Class A’ surface
design and development, Wind tunnel model design and production, Sheet metal
design for body in White, and conventional stampings, Numeric Control
Programming for production, tooling, composite and conventional tooling and
manufacturing methods, Interior aircraft design and development including follow
through to manufacturing processes, Primary Structural Design for aircraft,
plastic injection molding design and development including follow through to the
manufacturing processes with accompanying tool design, Research and
Development of practicality issues from new manufacturing processes, CADCAM
support for CATIA (Computer aided three dimensional interactive application),
Research and development of alternate methods of electrical generation and the
study of vibratory and bounded field harmonics.
We not
only provide specific consulting work for these processes, but also offer a
product lifecycle management as well. Our engineering services are not limited
to the automotive and aircraft industry. The use of CADCAM technology
today can be seen in many disciplines of the design and manufacturing processes,
and Kelyniam Global, Inc. has the ability through the Company’s staff to
accommodate almost any need in these types of environments. We also
intend to make investments in the companies in which we provide consulting work
and continue with Research and development of alternate methods of electrical
generation and the study of vibratory and bounded field harmonics.
Plan of
Operations
Kelyniam
Global, Inc. has historically generated revenue by providing engineering
consulting for large scale manufactures and or directly owning a diversified
group of businesses that we provide consulting work for that generate cash and
consistently earn above average returns on capital. The Company
intents on acquiring contracts with small and large scale engineering and
manufacturing companies in the United States and abroad as a primary vendor
approved representative. The Company has recently begun investigating
the use of CADCAM technology in the medical industries. Kelyniam
Global, Inc. believe that with our expertise with high tolerance manufacturing,
we can assist the medical industry in providing a better product to patients by
the use of Bio-CADCAM technology.
Kelyniam
Global, Inc. relies heavily on the officers past experience and past contacts to
obtain new contacts in the engineering consulting fields. The
officers of the Company have extensive experience in these
environments. The Company will also rely on the officer’s historic
performance and reputation with past customers to obtain, maintain, and acquire
these types of contracts. Kelyniam Global, Inc. also relies on the
officer’s experience in conducting business in North and South American to
position the Company competitively in these emerging markets.
Critical Accounting Policies
and Estimates
Refer to
the audited financial statements and notes thereto for the year ended December
31, 2007, included in the Company’s 2007 Annual Report on Form 10-KSB, filed
with the Securities and Exchange Commission on March 11, 2008.
Results of
Operations
The
following comparisons in results of operations are based on the three months
ended March 31, 2008 and 2007 as reflected in the unaudited interim financial
statements included in this prospectus.
Revenues
from contractual and non-contractual consulting performed for three months ended
March 31, 2008 were $5,450, as compared to revenues of $24,456 from three months
ended March 31, 2007. The Company did not have any formal contract to
perform consulting after May 10, 2007, which resulted in the reduction of
revenue during the three months ended March 31, 2008.
Operating
expenses for the three months ended March 31, 2008 were $63,406 as compared to
an expense in the amount of $23,363 for the three months ended March 31,
2007. The primary components of operation expenses for the periods
were general and administrative expenses, professional fees. For the three
months ended March 31, 2008, there was an increase in general and administrative
expenses in the amount of $3,423, attributed to the Company’s continued normal
phases of day-to-day operations; a $6,620 increase in professional fees,
primarily due to fees incurred in order for the Company to become a fully
reporting publicly traded company; and an increase in officer compensation
expense in the amount of $30,000 for shares issued to directors of the Company
for services.
The
Company had other expenses of $1,179 for the three months ended March 31, 2008,
as compared to $579 for the three months ended March 31, 2008. The
other expenses primarily consist of interest expense. The $600
increase in interest expense for the three months ended March 31, 2008 are
primarily related to the Company incurring debt in the acquisition of assets
through financing.
From our
Inception through March 31, 2008, the Company has recorded losses on the sales
of marketable securities in the amount of $39,469. Management has
decided to limit investments in marketable securities until a more profitable
situational occurs, and a significant reduction of current liabilities has been
obtained; subsequently has closed its investment account as of December 31,
2007.
As a
result of the foregoing, we had a net loss for the three months ended March 31,
2008 of $59,135 and a net income of $514 for the three months ended March 31,
2007.
Liquidity and Capital
Resources
The
operating costs we incur consist primarily of rent, professional fees, insurance
premiums, and general and administrative expenses. Our ability to
operate profitably in the future depends on our ability to obtain, maintain, and
to secure additional contracts in the future, and to raise additional
funds. Additionally, we are attempting to streamline our operations
and reviewing other possible areas of cost reductions.
Our
office space is currently leased through a non-cancelable operating lease which
expires December 31, 2008. The minimum rental expense projected for
fiscal 2008 is $6,060.
The
following comparisons in liquidity and capital resources are based on the three
months ended March 31, 2008 and 2007 as reflected in the unaudited interim
financial statements included in this prospectus.
During
the three months ended March 31, 2008 we had net cash used in operating
activities of $13,297, as compared to net cash from operating activities of
$10,606 for the three months ended March 31, 2007. The decrease in
cash from operating activities for the three months ended March 31, 2008
resulted primarily from non-cash charges for stock issued for services along
with a increase in the Company’s accounts payable consisting primarily of
accounting and legal fees incurred during that period, decrease in accounts
receivable, increase in other assets, depreciation of assets, loss on sale of
securities and the Company’s overall net loss for that period.
We had
net cash used in investing activities of $4,481 for the three months ended March
31, 2008, as compared to $6,857 used in the three months ended March 31,
2007. The net cash used in investing activities during both three
month periods resulted primarily from the purchase of marketable securities and
fixed assets and net borrowings from related parties.
We had
net cash provided by financing activities of $17,665 for the three months ended
March 31, 2008, as compared to net cash used in financing activities of $1,785
for the three months ended March 31, 2007. The cash provided by
financing activities during the three months ended March 31, 2008 was primarily
a result of cash received from the issuance of common stock, offset by the
repayment of long-term debt.
As a
result of the foregoing, the Company had a net decrease of $113 in cash
resulting in a total cash of $8,420 for the three months ended March 31, 2008,
as compared to a $1,964 increase in cash resulting in a total cash of $3,930 for
the three months ended March 31, 2007.
One of
the officer/directors of the Company has made interest free advances to the
Company. At the Company’s inception in 2005, the officer contributed
office furnishings and equipment in the amount of $1,913. During
Fiscal 2006, the officer made a loan to the Company, in the amount of $13,000,
by way of an automobile trade. As of March 31, 2008, the balance of
this loan payable is $10,985. The balance of this loan will be paid
as cash flow permits.
Another
of the officer/directors of the Company has made interest free advances to the
Company. At the Company’s inception in 2005, the officer contributed computer
equipment in the amount of $3,000. During Fiscal 2006, the officer
made a loan to the Company, in the amount of $20,000, by way of an automobile
trade. As of March 31, 2008, the balance of this loan payable is
$8,875. The balance of this loan will be paid as cash flow permits.
The
Company had entered into notes payable for fixed assets in the amount of $40,098
during Fiscal 2006. There were no additional purchases made in Fiscal
2007. The notes payable incurred in 2006 are primarily for two
automobiles that are being repaid at an interest rate of 5.9% and both notes are
due to be paid in full by the year 2011.
The
revenues generated by the Company for the three months ended March 31, 2008,
were used toward the repayment of debts incurred as a result of
operations. The Company will continue to maintain limited cash on
hand until all debts the Company has incurred have been repaid. The
Company currently has a debt load of approximately $145,274. The
Company’s ability to repay this debt is dependent on the Company’s ability to
obtain and maintain revenue generating contracts to provide engineering
consulting work in the future.
Off-balance Sheet
Arrangements
The
Company currently has no Off-balance sheet arrangements.
Going
Concern
Because
we are a new and expanding Company with a limited history of revenues, and a
limited history of operations, and currently we have only a limited generating
contract, our independent auditors have indicated that there is substantial
doubt about our ability to continue as a going concern over the next twelve
months.
ITEM
3.
|
CONTROLS AND
PROCEDURES
|
Evaluation of Disclosure
Controls and Procedures
Under the
supervision and with the participation of our management, including our Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2008. Based on
this evaluation, our CEO and CFO have concluded that our disclosure controls and
procedures are effective to ensure that: (i) information required to
be disclosed by the Company in the reports we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and reported
within the time periods specified in Securities and Exchange Commission rules
and forms; and (ii) information required to be disclosed by the Company in the
reports that we file or submit under the Securities Exchange Act of 1934 is
accumulated and communicated to the Company’s management, including our CEO and
CFO, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure by the Company.
Changes in Internal
Controls
During
the three months ended March 31, 2008, the Company brought into effect monthly
internal control meetings to review and consent to the internal management and
accounting practices for the previous month. Since the Company is a
development stage company, whose employees are closely monitored, there is no
risk of fraud or non-compliance with required laws and regulations.
The above
internal control change has no effect on the Company’s financial reporting nor
has it had material affect, or will reasonably likely have a material affect, on
its financial reporting that occurred during the three months ended March 31,
2008.
PART
II - OTHER INFORMATION
ITEM
1.
|
LEGAL
PROCEEDINGS
|
None
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
For the
three months ended March 31, 2008, the Company filed a Current Report on Form
8-K, reflecting an agreement that was entered into with Mr. Richard G. Owston,
for a stock compensation package in which 150,000 shares were issued to Mr.
Owston valued at $30,000 in exchange for services on the Company’s board of
directors. Mr. Owston also purchased 50,000 shares of common
stock for the amount of $10,000 for his personal investment
purposes. The Company’s interim financial statements reflect this
compensation package.
Also,
during the three months ended March 31, 2008, the Company sold 80,000 shares of
our common stock at a price of $.20 per share for total cash proceeds of
$16,000. Of these shares, 50,000 shares were purchased by affiliate,
Richard Owston, Director, for his own personal investment. The funds
were used for working capital purposes and general expenses.
The above
230,000 shares of our common stock are subject to the resale restrictions of
Rule 144. In General, effective February 15, 2008, affiliates holding restricted
securities must hold their shares for a period of at least six months, and
otherwise comply with the requirements of Rule 144. Effective February 15, 2008,
these restrictions do not apply to re-sales under Rule 144 for non-affiliates
holding unregistered shares for at least six months. The availability for sale
of substantial amounts of common stock under Rule 144 could reduce prevailing
market prices for our securities.
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
None
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
None
ITEM
5.
|
OTHER
INFORMATION
|
Company Share
Structure
The
Company caused to be in effect a two for one (2:1) forward stock split with the
certificates of record as of December 10, 2007 and the following discussion of
the Company’s common stock reflects this forward split.
The
Company incorporated December 30, 2005, with 10,000,000 shares of authorized
common stock with a par value of $.001. During 2005, 8,000,000 shares
were issued to officers and directors of the Company. During 2006,
the Company sold 98,680 shares of common stock at various prices per share, in
private sales, in order to finance the Company’s initial
operations. 20,000 shares of this initial offering was repurchased by
the Company and retired on October 25, 2007.
On August
10, 2007, the Company filed Form D, Notice of Sale of Securities Pursuant to
Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption,
authorizing the sale of securities in the State of Arkansas under Rule
506.
From
August 10, 2007 through March 31, 2008, the Company issued for services and or
sold 407,620 shares under the provision of Rule 506, regulation D to 35 non
accredited investors, and 4 accredited investors at a price between $.10 and
$.20 per share. From August 10, 2007 through March 31, 2008, the
Company issued for services and or sold 1,275,000 to 3 affiliates at a price
between $.10 and $.20 per share.
On March
31, 2008, the Company notified the State of Arkansas Securities Department that
it had completed its sale of securities and sent a termination notice
accordingly.
The
Company filed a registration statement on Form SB-2 as amended on January 28,
2008 in order to register 601,300 shares for resale of the Company’s common
stock, in which 120,000 shares are affiliates. This registration
statement was declared effective on January 30, 2008.
From
January 1, 2008 through March 31, 2008, 3 affiliates registered a total of
210,000 shares for resale under the provisions of Rule 144. On March
31, 2008, the Company had a total of 811,300 shares of common stock registered
in which 330,000 shares are held by affiliates, and 481,300 shares are non
affiliates.
As of
March 31, 2008, the Company has a total of 61 shareholders of which 5 are
affiliates and 56 are non affiliates. The following table outlines
the Company’s common share structure:
Authorized
Stock
|
10,000,000
common shares
|
Outstanding
Stock
|
9,761,300
common shares
|
Tradable
Float
|
811,300
common shares
|
Exhibit
#
|
|
Name and/or
Identification of Exhibit
|
|
|
|
31.1
|
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Attached.
|
|
|
|
32.1
|
|
Certification
of the Chief Executive Officer and
Chief Financial Officer pursuant to U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed on behalf by the following persons in the capacities and on the
date indicated in Little Rock, Arkansas.
|
|
KELYNIAM
GLOBAL, INC.
|
|
|
|
|
Date:
May 12, 2008
|
|
By:
|
/s/ James
Ketner
|
|
|
|
James
Ketner
|
|
|
|
President/CEO/Chairman
|
|
|
|
Principal
Financial Officer and Principal Accounting Officer
|
|
|
|
|
|
|
|
|
Date:
May 12, 2008
|
|
By:
|
/s/
Michelle
LynRay
|
|
|
|
Michelle
LynRay
|
|
|
|
Secretary/Treasurer/Director
|