UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
, D.C.
20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 6, 2008
Kelyniam
Global,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52569
|
20-4130012
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
|
1100
North University Avenue
Suite
135
Little
Rock, Arkansas
(Address
of principal executive offices)
|
72207
(Zip
Code)
|
(800)
280-8192
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
Explanatory
Note
On May 6,
2008, Kelyniam Global, Inc., (the “Company”) filed with the Securities and
exchange commission on Form 8-K, Item 1.01, Entry into a Material Definitive
Agreement, a Plan of Merger to acquire M2-Systems, LLC as a wholly owned
subsidiary of Kelyniam Global, Inc. A press release was issued on May
13, 2008, stating that Kelyniam Global, Inc. management had received an offer
for the purchase M2-Systems, LLC, and if this sale occurs, the proceeds from the
Sale of M2-Systems, LLC would go directly into Kelyniam Global, Inc., and the
assets, debt, existing contracts and customers of M2-Systems would be purchased
by Kelyniam Global, Inc. before this sale took place for a nominal
price. This amended Form 8-K outlines the completion of the
acquisition of the assets, debt, existing contracts and customers of
M2-Systems.
Item 2.01 Completion of
Acquisition or Disposition of Assets
The
following acquisition of assets will be completed on June 1, 2008
A brief description of the
transaction:
All of
the assets, debt, existing contracts and customers of M2-Systems,
LLC
Acquired
From
John
Mastoloni, Owner and President of M2-Systems, LLC
The
Consideration:
$1.00
The
purchase price was not as a result of arms’-length
negations. However, Kelyniam Global, Inc. management believes that
given the nominal price agreed upon by the participating parties, the
consideration is less than would have been the price if the acquisition was made
from an independent third party.
The
consideration came from the Company’s cash on hand.
Cautionary Note Regarding Purchase
Agreement
The
Purchase Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about Kelyniam Global, Inc. In particular, the assertions embodied in
the representations and warranties contained in the Purchase Agreement are
qualified by information in confidential disclosure schedules provided by
M2-Systems, LLC as well as Kelyniam Global, Inc. in connection with the signing
of the Purchase Agreement. These disclosure schedules contain information that
could modify, qualify and or create exceptions to the representations and
warranties set forth in the Purchase Agreement. Moreover, certain
representations and warranties in the Purchase Agreement were used for the
purpose of allocating risk between M2-Systems, LLC and Kelyniam Global, Inc.
rather than establishing matters of fact. Accordingly, the representations and
warranties in the Purchase Agreement may not constitute the actual state of
facts about M2-Systems, LLC or Kelyniam Global, Inc.
Cautionary
Statements
This
filing and the exhibits attached hereto contain forward-looking statements that
involve risks, uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of Kelyniam Global,
Inc. could differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other than statements
of historical fact are statements that could be deemed forward-looking
statements, including the expected benefits and costs of the transaction;
management plans relating to the transaction; the expected timing of the
completion of the transaction; the ability to complete the transaction
considering the various closing conditions, including those conditions related
to regulatory approvals; any statements of the plans, strategies and objectives
of management for future operations, including the execution of integration
plans; any statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Risks, uncertainties and
assumptions include the possibility that expected benefits may not materialize
as expected; that the transaction may not be timely completed, if at all; that,
prior to the completion of the transaction, Kelyniam Global, Inc. business may
not perform as expected due to transaction-related uncertainty or other factors;
that the parties are unable to successfully implement integration strategies;
and other risks that are described from time to time in Kelyniam Global, Inc.
Securities and Exchange Commission reports, including but not limited to the
risks described in Kelyniam Global, Inc. Annual Report on Form 10K-SB for the
fiscal year ended December 31, 2007. Kelyniam Global, Inc.
assumes no obligation and does not intend to update these forward-looking
statements.
Item 9.01. Financial Statements
and Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
Purchase
Agreement (filed herewith)
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date:
May 28, 2008
|
KELYNIAM
GLOBAL, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ James
Ketner
|
|
|
James
Ketner
|
|
|
President/CEO/Chairman
|
|
|
By:
|
/s/ Michelle
LynRay
|
|
|
Michelle
LynRay
|
|
|
Secretary/Treasurer/Director
|
|
|
By:
|
/s/ Alexander
Borges dos Santos
|
|
|
Alexander
Borges dos Santos
|
|
|
Vice
President/Director
|
|
|
By:
|
/s/ Richard
Owston
|
|
|
Richard
Owston
|
|
|
Director
|