10QSB/A 1 form10qa.htm KELYNIAM GLOBAL INC 10-QSB A 3-31-2008 form10qa.htm


U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-QSB/A
Amendment No. 2
(Mark One)
xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2008
 
oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to__________
 
Commission file number 000-52569

KELYNIAM GLOBAL, INC.
(Name of small business issuer in its charter)

8711
(Primary Standard Industrial
Classification Code Number)

 
Nevada
20-4130012
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)

1100 North University Avenue, Suite 135, Little Rock Arkansas 72207
(Address of principal executive offices and zip code)
 
1-800-280-8192
Issuer's telephone number:
 

Check whether the issuer: (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
  
APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of March 31, 2008, approximately 9,761,300 shares of common stock, par value $.001.

Transitional Small Business Disclosure Format (check one): Yes o No x
 


 
1

 

KELYNIAM GLOBAL, INC
FORM 10-QSB QUARTERLY REPORT
FOR THE QUARTERLY Period ended March 31, 2008


TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the Company’s 2007 Audited Annual Report, Form 10-KSB, filed with the Commission on March 11, 2008 for its critical accounting policies.  The results of operations for the three months ended March 31, 2008 are not necessarily indicative of the operating results for the full year.


KELYNIAM GLOBAL, INC.
 (A Development Stage Company, Date of Inception December 30, 2005)

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2008


KELYNIAM GLOBAL, INC.
INDEX TO FINANCIAL STATEMENTS
 
 
Page
   
Balance Sheets (unaudited)
F-1
   
Statements of Operations and Comprehensive Loss (unaudited)
 F-2
   
Statements of Cash Flows (unaudited)
F-3
   
Notes to Financial Statements (unaudited)
F-4 to F-6
 

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’ 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’ 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
    ( 287,023 )     ( 227,888 )
                 
TOTAL SHAREHOLDERS’ DEFICIT
    ( 81,824 )     ( 72,189 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ 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
    46,356       12,933       250,476  
Professional fees
    17,050       10,430       111,938  
                         
Total operating expenses
    63,406       23,363       362,414  
                         
Operating income (loss)
    ( 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 loss:
                       
Unrealized loss on investment securities
    --       ( 423 )     --  
                         
Total comprehensive income (loss)
  $ ( 59,135 )   $ 91     $ ( 287,023 )
                         
                         
Weighted average shares outstanding:
                       
Basic and diluted
    9,578,827       8,082,680          
                         
(Loss) available to common shareholders per share
                       
Basic and diluted
  $ ( .01 )   $ .00          


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  
Advances to 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 )
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 -
BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Kelyniam Global, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Kelyniam’s Annual Report filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2007 as reported in the form 10-K have been omitted.

NOTE 2 -
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.
 
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 stock split.  All share and per share amounts have been adjusted as if the split occurred on the first day of the first period presented.

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.

NOTE 4-
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.

NOTE 5 -
SUBSEQUENT EVENT

In April 2008, James Ketner, President, was issued 200,000 common shares for services rendered.

On May 29, 2008, we filed an amendment to Form 8-k completing the acquisition of M2-Systems, LLC.  Currently, we are in the process of merging M2-System’s financials into Kelyniam Global, Inc.  We intend for our next quarterly report to reflect this acquisition.
 
NOTE 6 -
RECLASSIFICATIONS
 
Certain prior year amount have been reclassified to agree to 2008 classifications.


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.

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 advances to 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 principal executive officer and principal financial officer, 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 December 31, 2007. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Subsequent to this Evaluation, we became aware that our disclosure controls and procedures are not effective to provide timely periodic financial reporting that are in compliance of SEC regulations. Specifically, we filed our First quarter Form 10-Q without the review of our independent registered public accountants. By filing this amendment No. 2 of our Form 10-Q, we are correcting this deficiency. The Company will take further steps to prevent this situation from happening again.

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.

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
 
 

ITEM 6. 
EXHIBITS


Exhibit #
 
Name and/or Identification of Exhibit
     
 
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Attached.
     
 
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: June 16, 2008
By:  
/s/ James Ketner
 
James Ketner
 
President/CEO/Chairman
 
Principal Financial Officer and Principal Accounting Officer
  
     
Date: June 16, 2008
By:  
/s/ Michelle LynRay
 
Michelle LynRay
Secretary/Treasurer/Director

 
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