UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                   (MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITES EXCHANGE
     ACT OF 1934 For the fiscal year ended October 31, 2002
                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the transition period of to

                          Commission File No. 000-24637
                                  TELYNX, INC.
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                       94-3022377
(State of Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

               13520 Rye Street, Suite 105, Sherman Oaks, Ca 91423
                    (Address of Principal Executive Offices)
                                 (310) 857-6736
              (Registrant's telephone number, including area code)


Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period of that the registrant was required to
file such reports, and (2) has been subject to such filing requirements for the
past 90 days. YES [ ] NO [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X]  No [_].

The aggregate market value of the voting stock (Class A Common Stock, $.01 par
value) held by non-affiliates of the registrant on October 31, 2003 was
$563,354.31 based on the closing sales price of the Class A Common Stock on such
date.

The number of shares of Class A Common Stock outstanding on October 31, 2002 was
187,784,770. There are no shares of Class B Common Stock outstanding.

Telynx, Inc. revenue for the twelve months ending October 31, 2002 was $0.

                    DOCUMENTS INCORPORATED BY REFERENCE None.

     TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES [_]  NO [X]



<PAGE>


                                  TELYNX, INC.

                                2002 Form 10-KSB

                                Table of Contents

PART I

Item 1.          Description of Business
Item 2.          Description of Property
Item 3.          Legal Proceedings
Item 4.          Submission of Matters to a Vote of Security Holders

PART II

Item 5           Market for Common Equity and Related Stockholder Matters
Item 6           Management's Discussion and Analysis or Plan of Operation
Item 7           Financial Statements
Item 8           Changes in and Disagreements With Accountants on Accounting
                 And Financial Disclosure
Item 8A          Controls and Procedures
Item 8B          Other Information

PART III

Item 9           Directors, Executive Officers, Promoters and Control Persons
Item 10          Executive Compensation
Item 11          Security Ownership of Certain Beneficial Owners and Management
Item 12          Certain Relationships and Related Transactions
Item 13          Exhibits
Item 14          Principal Accountant Fees and Services

                 Signatures
                 Certifications


                                      -2-
<PAGE>


PART 1

Item 1           Description of Business

We were dormant from August 2002 until October 31, 2002. We design and market a
line of software products and related services to telecommunications service
providers. Specifically, our software is designed to be an integral part of the
operations support system environment of telecommunications service providers.
Our software is designed to track inventory, provision new telecommunications
service, and provide a tool for managing network bandwidth. While the software
is designed to manage telecommunications service provider networks, we believe
it can also be used to track and manage any network. Our services relate to the
implementation of our software and the general consulting surrounding network
management.

We have leveraged our relationship with key industry players such as Hewlett
Packard in order to gain penetration in the marketplace. Specifically,
individual long standing relationships in international markets have produced
business for us in the Middle East as well as the Far East. The first two years
of product revenue for us were derived in large part from these sources.
Additionally, we have made a significant investment in participating with
industry forums such as the Telemanagement Forum to further our position in the
domestic market. These forums provide industry standards, direction, and
catalyst function to the market in general. Telynx has participated for the last
two years in these activities. In combination, these two strategies have
leveraged our market awareness.

On September 14, 1998, we acquired Cambio Networks, Inc., pursuant to an
agreement and plan of merger, dated as of April 3, 1998, as amended by the
agreement of amendment, dated as of July 27, 1998. Under the terms of the
agreement, Networks' shareholders received an aggregate of 619,421 shares of our
Class A common stock representing approximately 32.3% of the then outstanding
Class A and Class B common stock. The primary product of Cambio Networks was the
Command product. The acquisition of the telecommunications product enabled us to
diversify into other operations.

On October 20, 1998, we changed our name from Meadowbrook Rehabilitation Group,
Inc. to Cambio Inc. and in November 2000, we changed our name to Telynx, Inc.
Prior to June 30, 1998, we provided outpatient, home health, and traditional
acute, sub-acute and post-acute comprehensive rehabilitation services. Since the
beginning of the fiscal year ended June 30, 1997, and as a result of poor
operating results and poor prospects for growth in their respective markets, our
board of directors began to sell our healthcare operating assets. As of June 30,
1998, our assets consisted mainly of cash and accounts receivable.

On February 2, 1999, we entered into an agreement with Imperial Loan Management
Corporation whereby we transferred all of the issued and outstanding stock of
our discontinued healthcare subsidiaries to Imperial. Under the terms of the
agreement, Imperial used its best efforts to liquidate each of the subsidiaries,
settling outstanding obligations and collecting all amounts due. We are entitled
to receive one-half of any amounts remaining after payment of the Imperial
loans, which were settled and paid January 4, 2001 after Imperial liquidated
assets to settle the loans, and expenses. We are informed that Imperial has
received monies in settlement on some of the receivables totaling approximately
$641,000. These funds were used to pay off the loans and related interest of
approximately $641,000 from Imperial Loan Management Corp. on January 4, 2001.
Approximately $700,000 of assets in the form of receivables remained uncollected
or unsettled, which Imperial is continuing to use its best efforts to collect
on. We consider the realization of the remaining assets to be unlikely and,
therefore, we have fully written off such assets. All other material obligations
of the subsidiaries have been settled.



                                      -3-
<PAGE>

On June 1, 2001, our shareholders met to discuss and vote on a proposal
recommended by our Board of Directors related to a 1-for-2 reverse stock split.
Shareholders voted for approval of the 1-for-2 reverse stock split and we filed
an amendment to the corporation's charter with the State of Delaware and the
1-for-2 reverse stock split was subsequently effective on June 4, 2001.

Our goal is to become the premier provider of software solutions by providing
the telecommunications and wireless communication industries with the highest
utilization of their capital and giving our customers competitive advantage in
providing new and enhanced services within their markets. We continually strive
to broaden our solution offerings to increase market share for our customers by
delivering end-to-end turnkey solutions amplifying usability and simplicity
designed for end user. Based on estimates from Frost & Sullivan, the total
Operations Support Systems (OSS) market is estimated at over $16 billion in the
year 2002. Inventory/Provisioning represents 3% of this market. We hope that we
will be able to broaden our offerings into other areas within the space such as
service activation and work flow management. We hope that this will provide
additional market potential for us in the coming years.

On September 30, 2002 we transferred all our records into storage and closed our
doors.

We have not timely filed any period reports since our 2002 fiscal year. Our last
timely quarterly report on Form 10-QSB was for the quarter ended July 31, 2002
filed on September 9, 2002; our last timely annual report on Form 10-KSB was for
the fiscal year ended October 31, 2001 filed on February 13, 2002.

Products and Services

We offer inventory control and provisioning and trouble ticket management
solutions to the telecommunications, wireless, cable, VoIP (Voice over Internet
Protocol) and ISP (Internet Service Provider) markets. Our technology solutions
are geared at streamlining and reducing provisioning intervals and addressing
revenue leakage for telecommunications service providers. We released our
current flagship product Telynx v2, in March of 2001 and we believe it was met
with wide acceptance from the market, partners, and customers at that time. We
were dormant between August 2002 and October 31, 2002 and were unable to conduct
operations during that time.

Product Improvements

In September of 2000, we released a re-engineered version of the original
netRunner product to market, netRunner CMP v5. Significant time and effort was
spent in re-engineering the product to be a completely open and scalable
architecture based on industry standards. We believe that scalability and open
interfaces are seen as the keys to market penetration moving forward. Version 5
was further enhanced in architecture and was introduced as Telynx v2 in March of
2001. We believe that Telynx v2 was very well received in the market by our
partners, by prospects viewing the product and by the industry forums in which
we participate. We use a variety of sources for input into the product direction
and functionality. These sources consist of industry forums, telecommunications
consultants, customer usage and general industry trends from key periodicals.

In May of 2001, we announced our new Revenue Assurance offering. Revenue
Assurance is a new market space for us, but remains in the OSS space. Revenue
Assurance is the process by which a carrier/service provider validates that it
is billing for services provided, accurately rating plans for billing, and
assuring that service is properly provisioned. Frost & Sullivan and Deloitte
Touche estimated in 1998 and 2000, through their readily available newsletter on


                                      -4-
<PAGE>

the telecommunications industry, that somewhere between 2-12% of revenue is lost
due to one of these factors. These reports are available on-line through the
respective web sites. Some fees may apply. In times of increasing competition
and the need to show clear value differentiation, we believe that our Revenue
Assurance offering is a cost-effective solution.

In September 2002, we were about to release Telynx v2, which was to include the
Revenue Assurance module. We had hoped that this would give us more product
capability and allow us to grow a lot faster. Unfortunately, we did not have
sufficient funds to continue operating and had to close our doors.

Professional Services

Since July 2000, we have continued to engage in services for the Telecom Egypt
project. These services relate to additional customization that Hewlett Packard
("HP") had contracted with us to provide. We met all deliverables against the
original contract. We believe that our expertise and quality of deliverables
caused HP to continue engaging us for other related services. In January of
2001, we completed and received customer sign-off for the TM Touch Wireless
project. The project was officially commissioned with Hewlett Packard and
Telecom Cellular on May 2, 2001. We also successfully completed our
implementation with Avista Communications. Final project deliverables were
completed in June of 2001. We also began projects with Ericsson and the City of
Toulouse in France. In June of 2001, we announced an initial project with Saudi
Telecom for data loading. However, due to lack of operational funds the company
could not meet its obligations.

Marketing and Sales

We are targeting the telecommunications market with our suite of products and
solutions. We believe that the telecommunications industry is primarily focused
in the area of providing convergent services to the public and private sector.
These services include voice, data and multi-media. Our management team
estimates that our solution offering is positioned to cover the asset management
platform that is considered a crucial part of the Operations Support Systems
(OSS) area of the telecommunication industry, including the fixed line,
wireless, cable, VoIP, and ISP segments. We believe that providing a system that
assists in the areas of network inventory, provisioning, circuit allocation and
assignment, as well as bandwidth utilization helps the service providers with
faster time to market activity and more reliable service maintenance.

Our marketing activity is focused on the service providers. This market includes
the Regional Bell Operating Company (RBOCs), Competitive Local Exchange Carrier
(CLECs), Incumbent Local Exchange Carrier (ILECs), Broadband providers,
cellular, Public Telephone and Telegraph (PTTs), cable operators, Voice over IP
(VoIP) providers and Internet providers. We concentrate our attention on joining
the forums in which new strategies are molded and service providers look for
guidance. Our involvement in the TMF (Telemanagement Forum) is such an example.
Other marketing activities include the joint representation between us and our
partners in trade shows and specialized exhibitions.

We believe that our market potential on a global basis is significant. In our
management's estimation, there are several factors to which this growth
potential can be attributed. First, deregulation of telecommunications is
occurring on a global scale. We believe this causes significant expansion in the
market where previously it was fixed. In addition, we believe that the worldwide
demand for bandwidth has caused an explosion in infrastructure building. This
infrastructure is both wire line based and wireless based. Therefore, our sales
strategy is both direct and indirect. We intend to leverage our partner
relationship to penetrate markets we currently do not have resources to focus on
directly and we are directly targeting the North American, European, Middle
Eastern, and Asian markets.



                                      -5-
<PAGE>

Partnership and Alliance

The market requires that we have both a competitive and a collaborative
strategy. The industry is driving the OSS market away from point solutions and
towards a single solution offering. Our partnership and alliance strategy is
designed with this in mind. We leverage the market presence of our large
partners while embedding our technology into their overall solution. Our
partners are Hewlett Packard, Oracle, Sirti, Logica, Alcatel, Information +
Graphic Systems, Inc., Solutions Plus, Sapura System Malaysia (SSM), Step 9 and
Active Software. The partnerships are based typically on two types of
agreements. First, a joint marketing agreement will exist between the two
companies. A joint marketing agreement generally means an intent by both
companies to jointly market their solution to prospects. This implies a general
level of technical integration between our solutions. These agreements are
non-exclusive and can be renewed or terminated at the end of a twelve-month
period. Second, a re-seller/systems integrator agreement can be made between the
two companies. This entails a negotiated commission for the resale of the
product and certification in providing services to deliver the product. The
final agreement type is also known as an OEM (Other Equipment Manufacturer).
This enables the vendor to sell the product under its own brand.


Software Development

Product development continues to focus on the expansion of the functionality in
Telynx v2. Additional capabilities being added relate to data loading, data
synchronization with live networks, revenue assurance, order management, and
activation. There is an ever increasing demand for integration into existing
environments. We believe that the current version is the most flexible on the
market in this respect and will continue to expand the open scalable
architecture in this direction. In addition, it is widely known that the key to
a successful flow-through provisioning system is the data. We are already seeing
the demand for products and services in this regard, and have begun to develop
solutions to address them. We are also being engaged in professional services to
help carriers address these issues.

Competition

Competition in the telecommunications markets is intense. However, we believe
that the segment of the market within which we compete is currently
under-served. Our top five competitors are Netcracker, Cramer Systems Europe
Ltd., Eftia, Telecordia and Metasolv. The combined revenue for
inventory/provisioning solutions provided by these vendors is less than the
total market size as reported by Frost & Sullivan. While competition in this
segment is not intense, we estimate that the rapid changes within the industry
as a whole could change this. We hope that our continued development of enhanced
network management and operational support systems should broaden the range of
available competing products. Competitors include hardware manufacturers that
have developed software (or obtained software from third parties) to operate on
their hardware. We also encounter competition from a large number of small
software developers, which sell software or integrated systems either for
specific industries or applications within those industries.

Yet we can say that none of our competitors provides their products or services
over the Internet.



                                      -6-
<PAGE>

We believe that in order to maintain and improve our competitive position, we
must continue to offer comprehensive services that help customers effectively
implement a complete, integrated software solution by providing a full range of
industry-leading consulting, integration, training and customer support
services. The timely delivery of flexible, cost-effective solutions for the
growing dynamic marketplace will continue to be our competitive initiative. We
believe our international focus provides a competitive advantage moving forward.
Some of our competitors have little or no international presence.

Intellectual Property and Proprietary Rights

We rely on a combination of copyright, trademark and trade secret laws,
confidentiality procedures and licensing arrangements to establish and protect
own proprietary rights. Presently, we have no patents, no patent applications on
file, and no intent to file patent applications in the near future. As part of
our confidentiality procedures, we enter into non-disclosure agreements with our
employees, distributors and corporate partners, and license agreements with
respect to our software, documentation and other proprietary information.
Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use our products or technology without authorization, or to
develop similar technology independently. In selling our products, we rely on
both signed license agreements and "shrink wrap" licenses that are not signed by
licensees and, therefore, may be unenforceable under the laws of certain
jurisdictions. In addition, effective protection of intellectual property rights
is unavailable or limited in certain foreign countries. Currently, we have
issued Telynx Version 3.0. This release is totally owned by us and there are no
longer any source code co-ownership issues we had with prior software sold. The
initial netRunner product was acquired technology in 1998. Under a joint
code-ownership agreement with Phifer Consulting, the code was developed and
exclusively marketed by Telynx. Release 4.5 of netRunner in February of 1999 was
developed exclusively by us. The co-ownership agreement of original source code
was terminated by the mutual agreement between Phifer Consulting and us.

Government Regulation

Employees

Before the company closed its doors in August of 2002, we had approximately 27
full time employees, consisting of 3 in executive, 11 in engineering, 1 in
marketing, 5 in sales, 2 in finance, and 5 in accounting and logistics. Our
future performance depends upon the continued service of our key members of
management, as well as marketing, sales, consulting and product development
personnel, and except for Ali Al-Dahwi, none of whom were bound by an employment
contract, and upon our ability to attract and retain highly skilled personnel in
these areas. Competition for such personnel was intense, and there could be no
assurance that we could retain our key employees or that we would be successful
in attracting, assimilating and retaining such personnel in the future. None of
our employees were represented by a labor union. We had not experienced any work
stoppages and consider our relations with our employees to be good.



Item 2           Description of Property

Before the company closed its doors in August of 2002, the corporate office was
located at 6006 Mesa, Suite 600, El Paso, Texas, 79912. The El Paso office was
approximately 7,800 square feet (leased for $8,400 monthly). We had additional
sales and support representatives in Dallas, Texas; the Washington, D.C. area;
London, United Kingdom; and sales and support representatives in Asia (Kuala
Lumpur, Malaysia) and the Middle East (Cairo, Egypt and Saudi Arabia).





                                      -7-
<PAGE>

Item 3           Legal Proceedings

Telynx is a party to various claims and routine litigation arising in the
ordinary course of business. We do not believe that the results of any such
claim litigation, individually or in the aggregate, will have a material adverse
effect on our business, financial position or results of operations.


Item 4           Submission of Matters to a Vote of Security Holders

None

                                      -8-
<PAGE>


PART 2

Item 5           Market for Common Equity and Related Stockholder Matters

Reports to Security Holders

We are a reporting company with the Securities and Exchange Commission. The
public may read and copy any materials filed with the Securities and Exchange
Commission at the Security and Exchange Commission's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission. The address of that
site is http://www.sec.gov.

Common Stock

In July 2000, we increased its authorized Class A common shares from 50,000,000
shares to 200,000,000 shares. Effective June 4, 2001, the Company has authorized
1,000,000,000 shares of Class A and 5,000,000 shares of Class B Common Stock.
During 1999, all shares of Class B Common Stock were converted into Class A
Common Stock.

On February 1, 2000, we consummated a private placement of common stock pursuant
to which the Company issued 333,333 shares of common stock at $0.30 a share for
an aggregate consideration of $100,000. Since February 2000 warrant holders have
exercised all of their warrants pursuant to which the Company issued 999,999
shares of common stock at $0.30 a share for an aggregate consideration of
$300,000. In April 2000, the Company consummated a private placement of common
stock pursuant to which the Company issued 400,000 shares of common stock at
$0.50 a share for an aggregate consideration of $200,000. In May 2000, the
Company consummated a private placement of common stock pursuant to which it
issued 1,390,000 shares of common stock at $.50 a share for an aggregate
consideration of $695,000. Also during the fiscal year ended June 30, 2000, the
Company sold 1,147,718 shares of stock at approximately $0.16 for an aggregate
consideration of $188,000. The Company also received $233,000 for the purchase
of warrants and options of the Company's Class A common stock.

We issued 1,167,000 shares of stock for outside professional services and
employee expenses incurred at various dates during the year ended June 30, 2000.
The shares were issued at a weighted average grant-date fair value of $1.16 for
a total of approximately $1,361,000 charged against income for the 12-month
period ending June 30, 2000. The fair value used for each issue is the daily
market closing price of our publicly traded stock on the Over-The-Counter
Bulletin Board Market.

During the year ending June 30, 2000, we issued 699,000 shares of stock for
settlement of notes and accounts payable. The shares were issued at a weighted
average grant-date fair value of $0.58 for a total of approximately $406,000.
The fair value used for each issue is the daily market closing price of our
publicly traded stock on the Over-The-Counter Bulletin Board Market.

During the four months ended October 31, 2000, we consummated various private
placements of Class A common stock pursuant to which the Company issued
2,740,000 shares for an aggregate consideration of $675,000.



                                      -9-
<PAGE>

During the four months ended October 31, 2000, we entered into various
agreements for consulting services to third parties and compensation expense to
Company employees paid for by the Company's Class A common stock. Total shares
issued for these services were 679,000 shares of the Company's Class A common
stock for a total consideration of $349,000. One employee purchased 59,000
shares of stock through the exercise of vested options purchased at $0.40 per
share for consideration of $24,000. The Company also issued 694,000 shares of
the Company's Class A stock as cost of capital.

During the year ended October 31, 2001, we consummated various private
placements of Class A common stock pursuant to which the Company issued
2,900,000 shares for an aggregate consideration of $145,000.

During the year ended October 31, 2001, we entered into various agreements for
consulting services to third parties and compensation expense to Company
employees paid for by the Company's Class A common stock. Total shares issued
for these services were 5,691,000 for an aggregate consideration of $291,000. We
also issued 5,273,000 shares of the Company's Class A common stock as cost of
capital.

As of July 31, 2002, they company had 352,110,957 shares of Class A Common
Stock, no shares of Class B Common Stock, and no shares of Series B Convertible
Preferred Stock were outstanding

Additionally, pursuant to and to effect a cancellation of contract, we cancelled
164,326,187 shares of common stock.

Each share of our Class A Common stock is entitled to one vote.

The total number of shares of all classes of stock which the company shall have
authority to issue is One Billion Five Million (1,005,000,000) Shares.

Preferred Stock

On March 6, 2001, the Company's Board of Directors approved up to 100,000 shares
of a newly created Series C convertible preferred stock (the "Preferred C
Stock") at $0.01 par value, issue price of $3,500.00 per share. Each share of
Preferred C Stock is convertible into 80,000 shares of our Class A common stock.
In May 2001, the Company issued a total of 1,260 shares of Preferred C Stock to
a group of investors in exchange for the Company's Class A common stock. In June
2001, 1,260 shares of Preferred C Stock were converted to shares of the
Company's Class A common.

The Series C convertible preferred stock is entitled to the number of votes
equal to 805,929 shares of common stock for each one share of Series C Preferred
Stock.

We also have One million (1,000,000) shares of Preferred Stock. Each one share
of the "Preferred Stock" is convertible to 25 Class A Common Stock.

Prices of Common Stock

Shares of our Class A common stock is listed for quotation and trades on the
Pink Sheets, LLC under the trading symbol TLXX.PK. While we were dormant, our
common stock continued to trade.


                                      -10-
<PAGE>


Stockholders

As of October 31, 2002, we believe there were approximately 6,589 holders of
record of our Class A common stock.

Dividends

We have never declared or paid cash dividends on our common stock. We currently
intend to retain all available funds and any future earnings to fund the
development and growth of our business and do not anticipate declaring or paying
any cash dividends on our common stock in the foreseeable future.

Equity Compensation Plans

None.

OPTIONS/WARRANTS

Due to the Company's period of dormancy, and inactivity associated with the
Company's stock options and warrants outstanding, the Board of Directors
resolved to cancel all outstanding stock options and warrants, as allowed under
the individual option and warrant agreements. Accordingly, as of October 31,
2002, there were no options or warrants outstanding.

Recent Sales of Unregistered Securities

Fiscal Year ending October 31, 2002:
------------------------------------

None

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

     o    a description of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;
     o    a description of the broker's or dealer's duties to the customer and
          of the rights and remedies available to the customer with respect to
          violation to such duties or other requirements of securities' laws;
     o    a brief, clear, narrative description of a dealer market, including
          "bid" and "ask" prices for penny stocks and the significance of the
          spread between the "bid" and "ask" price;
     o    a toll-free telephone number for inquiries on disciplinary actions;
     o    definitions of significant terms in the disclosure document or in the
          conduct of trading in penny stocks; and
     o    such other information and is in such form (including language, type,
          size and format), as the Securities and Exchange Commission shall
          require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:



                                      -11-
<PAGE>

     o    the bid and offer quotations for the penny stock;
     o    the compensation of the broker-dealer and its salesperson in the
          transaction;
     o    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and
     o    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6           Management's Discussion and Analysis of Financial Condition or
Plan of Operation.

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Critical Accounting Policy and Estimates.
-----------------------------------------

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and


                                      -12-
<PAGE>

liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
revenue recognition, accrued expenses, financing operations, and contingencies
and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to
the appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources, primarily allowance for doubtful accounts
on receivables, accruals for other costs, and the classification of net
operating loss and tax credit carry forwards between current and long-term
assets. These accounting policies are described at relevant sections in this
discussion and analysis and in the notes to the financial statements included in
our Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002.

Overview

In August 2002, the Company ceased operations and became dormant. As a result,
accounting records were not kept or updated in the fourth quarter of the fiscal
year ended 2002. As such, significant estimates were made to develop the
financial statements and footnote disclosures for the October 31, 2002
presentation.

We did not conduct any operations from August 2002 through October 31, 2002.

Please review last two reports on Form-10KSB for further explanation of the
status of the company prior to November 1, 2002. As of September 30, 2002 the
company vacated its offices and ceased its operation. The following discussion
and analysis should be read in conjunction with our consolidated financial
statements, including the notes thereto, appearing elsewhere in this report.

We deliver software and services for the specific purpose of managing
telecommunications networks. Our primary target customers are telecommunications
service providers. Our software and services are designed to create accurate
electronic models of the network infrastructure and assist in the provisioning
of new telecommunications services. We believe that the key value proposition of
our products and services is the impact on a service provider's provisioning
interval. In the estimation of our management, this is a key metric used by a
provider to determine their cost of providing service and their ability to
provide a wide range of services in a timely fashion.

We design and market a line of software products and related services to
telecommunications service providers. Specifically, our software is designed to
be an integral part of the Operations Support System ("OSS") environment of
telecommunications service providers. Our software is designed to track
inventory, provision new telecommunications service, and provide a tool for
managing network bandwidth. While the software is designed to manage
telecommunications service provider networks, we believe that it can also be
used to track and manage any network. Our services relate to the implementation
of our software and the general consulting surrounding network management.

We have leveraged our relationship with key industry players such as Hewlett
Packard in order to gain penetration in the marketplace. Specifically,
individual long standing relationships in international markets have produced
business for us in the Middle East as well as in the Far East. The first two


                                      -13-
<PAGE>

years of product revenue for us, namely 2000-2002, were derived in large part
from these sources. Additionally, we have made significant investment in
participating with industry forums such as the Telemanagement Forum to further
our position in the domestic market. These forums provide industry standards,
direction, and catalyst function to the market in general.

Management's Discussion and Analysis of Financial Condition and Results of
Operations
----------

Liquidity and Capital Resources. As mentioned in Note 1 to the financial
statements, in August 2002, the Company ceased operations and became dormant. As
a result, accounting records were not kept or updated in the fourth quarter of
the fiscal year ended 2002. As such, significant estimates were made to develop
the financial statements and footnote disclosures for the October 31, 2002
presentation.

Going Concern. Note 9 to our financial statements include the following
language: "The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As shown in the
consolidated financial statements, the Company reported net income of $3,275,925
as of October 31, 2002; however, the majority of this income was generated
through cancellation of debt and not by operations. Also, the Company's current
liabilities exceeded its current assets by $721,355. These conditions give rise
to substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not contain any adjustments for the outcome of this
uncertainty."

Income Taxes

No provision for taxes was made in the year ended October 31, 2002 due to the
significant amount of net operating loss carry forwards. Total net operating
loss carry forwards as of October 31, 2002 were $35,375,075. As such, a related
valuation allowance has been recorded to offset the related deferred tax asset.

The primary differences between the statutory federal tax rate and the effective
rate are the change in the valuation allowance provided against deferred tax
assets and a change in the effective tax rate of the Company as a result of the
discontinuation of rehabilitation operations and the acquisition of Networks.
The Company has $35,375,075 of net operating loss carry forwards for federal
purposes and associated state net operating loss carry forwards, which will
begin to expire in 2018. Current federal and state tax law includes certain
provisions limiting the annual use of net operating loss carry forwards in the
event of certain defined changes in stock ownership. The annual use of the
Company's net operating loss carry forwards is limited according to these
provisions.


Results of Operations

For the year ended October 31, 2002 as compared to the year ended October 31,
2001.
-----

Revenues. For the year ended October 31, 2002, due to lack of operation the
company did not generate any revenues beside the company's reported net income
as a result of cancellation of debt.




                                      -14-
<PAGE>

Off-balance sheet arrangements. There are no off balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

Item 7           Financial Statements

                          TELYNX, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   October 31, 2002
                                                                   ----------------
<S>                                                                  <C>
ASSETS
Current Assets:
    Cash and cash equivalents                                        $          -
    Accounts receivable                                                   107,085
    Deposits and prepaid expenses                                         250,695
                                                                     ------------

              Total Current Assets                                        357,780

Property and equipment, net                                                33,614
                                                                     ------------

              Total Assets                                           $    391,394
                                                                     ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Accounts payable and accrued liabilities                          $  1,112,749
                                                                     ------------

              Total current liabilities                                 1,112,749
                                                                     ------------

Commitments and contingencies:
Stockholders' deficit
    Preferred stock, $.01 par value - 1,000,000 shares authorized;
     500 shares issued and outstanding                                          -
    Common stock, $.01 par value - 1,005,000,000 shares
     authorized; 187,784,767 shares issued and outstanding              1,878,195

Additional paid-in capital                                             32,775,525
Accumulated deficit                                                   (35,375,075)
                                                                     ------------

                     Total stockholders' deficit                         (721,355)
                                                                     ------------

       Total liabilities and stockholders' deficit                   $    391,394
                                                                     ============
</TABLE>

See the accompanying notes to these consolidated financial statements.



                                      -15-
<PAGE>

                          TELYNX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Year ended          Year ended
                                                  October 31, 2002    October 31, 2001
                                                  ----------------    ----------------

<S>                                                 <C>                <C>
Net revenues                                        $     479,000      $   1,038,000
Cost of revenue                                            97,118            147,000
                                                    -------------      -------------

       Gross profit                                       381,882            891,000


Operating expenses:
   Sales and marketing                                    258,034            893,000
   Services                                               174,078            565,000
   Research and development                               387,070            703,000
   Administrative and general expenses                    691,845          2,880,000
                                                    -------------      -------------

        Total operating expenses                        1,511,027          5,041,000
                                                    -------------      -------------


        Loss from operations                           (1,129,145)        (4,150,000)


Other income (expense)
   Settlement/cancellation of debt                      4,946,259
   Interest expense                                      (541,189)        (1,449,000)
                                                    -------------      -------------

        Total other income (expense)                    4,405,070         (1,449,000)
                                                    -------------      -------------

Net income (loss)                                   $   3,275,925      $  (5,599,000)
                                                    =============      =============

Beneficial conversion on Series C preferred stock   $           -      $    (173,000)
                                                    =============      =============

Net loss applicable to common shareholders          $   3,275,925      $  (5,772,000)
                                                    =============      =============

Basic and diluted net loss per common share         $        0.02      $       (0.05)
                                                    =============      =============

Weighted average shares outstanding                   187,784,770        106,244,726
                                                    =============      =============
</TABLE>

See the accompanying notes to these consolidated financial statements.


                                      -16-
<PAGE>


                          TELYNX, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                  FOR THE YEARS ENDED OCTOBER 31, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                             Preferred       Preferred       Common         Common      Additional
                               Stock           Stock         Stock          Stock         Paid-In      Accumulated        Total
                               Shares          Amount        Shares         Amount        Capital        Deficit         Deficit
                               ------          ------        ------         ------        -------        -------         -------
<S>                          <C>              <C>           <C>          <C>            <C>            <C>            <C>
Balances as of
November 1, 2000                     500              -     24,868,477   $    249,000   $ 29,388,000   $(32,879,000)  $ (3,242,000)

Net Loss for the
year ended October
31, 2001                               -              -              -              -              -     (5,599,000)    (5,599,000)

Beneficial conversion
expense on convertible
notes                              1,260              -              -              -      1,836,000              -      1,836,000

Exchange common to
series C preferred
stock                                  -              -     (8,276,233)       (83,000)        83,000              -              -

Beneficial conversion
dividend on series C
preferred stock                   (1,260)             -              -              -        173,000       (173,000)             -

Conversion of series
C preferred stock to
class A common stock                   -              -    100,800,000      1,008,000     (1,008,000)             -              -

Conversion of debt and
interest into class A
common stock less deferred
finance costs of $84,000               -              -     69,006,940        690,000      1,394,000              -      2,084,000

Issuance of common stock,
including 2,900,000 shares
issued for proceeds
of $145,000                            -              -     13,766,093        138,000        100,000              -        238,000

Balances as of
October 31, 2001                     500              -    200,165,277      2,002,000     31,966,000    (38,651,000)    (4,683,000)

Conversion of debt
and interest
into common stock                      -              -    112,243,000      1,122,430     (1,122,430)             -              -

Issuance of common
stock for expenses
and settlements                        -              -     39,702,680        397,027        288,693              -        685,720

Cancellation of
common shares
due to change in
ownership                                                 (164,326,190)    (1,643,262)     1,643,262                             -

Net Income for the
year ended October
31, 2002 (unaudited)                   -              -              -              -              -      3,275,925      3,275,925
                                                          ------------   ------------   ------------   ------------   ------------
Balances as of
October 31, 2002
(unaudited)                          500              -    187,784,767   $  1,878,195   $ 32,775,525   $(35,375,075)  $   (721,355)
                                                          ============   ============   ============   ============   ============
</TABLE>


See the accompanying notes to these consolidated financial statements.


                                      -17-
<PAGE>

                          TELYNX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    Year ended          Year ended
                                                                 October 31, 2002    October 31, 2001
                                                                 ----------------    ----------------
<S>                                                                <C>                 <C>
Cash flows from operating activities:
  Net income (loss)                                                 $ 3,275,925        $(5,599,000)
  Adjustments to reconcile net loss to cash used in operating
  activities:
      Depreciation and amortization                                         386            259,000
      Expenses and settlements paid with equity                         685,720             93,000
      Beneficial conversion costs of convertible debt
        and warrants                                                          -          1,316,000
      Changes in assets and liabilities:
        Receivables                                                     359,915            (69,000)
        Prepaid expenses                                               (199,693)            34,000
        Other assets                                                          -            (44,000)
        Accounts payable and accrued liabilities                        593,778          1,416,000
        Deferred revenue                                                (14,000)           (56,000)
                                                                    -----------        -----------

          Net cash used in operating activities                       4,702,031         (2,650,000)
                                                                    -----------        -----------


Cash flows from investing activities:
  Additions to property and equipment                               $         -        $   (17,000)
                                                                    -----------        -----------

          Net cash used in investing activities                               -            (17,000)
                                                                    -----------        -----------


Cash flows from financing activities:
      Proceeds from issuance of convertible debt                    $   114,228        $ 2,535,000
      Proceeds from issuance of stock and warrants                            -            145,000
      Cancellation of debt                                           (4,946,259)
      Borrowings on debt                                                      -             67,000
      Other                                                                   -              8,000
                                                                    -----------        -----------

          Net provided by operating activities                      $(4,832,031)       $ 2,755,000
                                                                    -----------        -----------

Net increase (decrease) in cash and cash equivalents                   (130,000)            88,000
Cash and cash equivalents, beginning of period                          130,000             42,000
                                                                    -----------        -----------

Cash and cash equivalents, end of period                            $         -        $   130,000
                                                                    ===========        ===========


Supplemental disclosure of cash flow information:
      Interest paid                                                 $         -        $         -
      Income taxes paid                                             $         -        $         -

Supplemental disclosure of non-cash investing and
financing activities:
      Conversion of debt into common stock                                    -          2,084,000
      Conversion of preferred stock into common stock                         -          1,008,000
      Conversion of common stock into preferred stock                         -             83,000
      Discount of beneficial conversion on debt                               -          1,836,000
      Discount of beneficial conversion on preferred
            stock                                                             -            173,000
      Payment of imperial loan debt                                           -            678,000
</TABLE>


See the accompanying notes to these consolidated financial statements.



                                      -18-
<PAGE>

Item 8           Changes in and Disagreements With Accountants on Accounting and
financial Disclosure

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.


Item 8A          Internal Control over Financial Reporting

Evaluation of disclosure controls and procedures.

We maintain controls and procedures designed to ensure that information required
to be disclosed in this report is recorded, processed, accumulated and
communicated to our management, including our chief executive officer and our
chief financial officer, to allow timely decisions regarding the required
disclosure.

As of October 31, 2002, our management, with the participation of our chief
executive officer and chief financial officer, carried out an evaluation of the
effectiveness of the design and operation of these disclosure controls and
procedures. Our chief executive officer and chief financial officer concluded
that these disclosure controls and procedures are effective.

Changes in internal controls.

We have made no changes in our internal controls or in other factors that could
significantly affect these controls, nor did we take any corrective action, as
the evaluation revealed no significant deficiencies or material weaknesses.

Item 8B          Other Information

None

PART 3

Item 9           Directors, Executive Officers, Promoters and Control Persons

Directors and Executive Officers
--------------------------------


Name                 Age                             Position
----                 ---                             --------
Ali Al-Dahwi          47       Chairman of the Board, Chief Executive Officer
                               and Director

Scott Munden          39       President, Chief Operating Officer and Director


                                      -19-
<PAGE>


Dr. Ziad El-Dukair    41       Executive Vice President and Director

Kent J. Van Houten    49       Vice President of Finance, Chief Financial
                               Officer and Secretary

Naglaa Marzouk        31       Executive Vice President-Logistics

Lin Meyer             55       Vice President of North American Sales and
                               Alliances

Terms of Directors
------------------

The Directors' terms expire at the next annual shareholders' meeting following
their election.

Business Experience of the Directors and Executive Officers
-----------------------------------------------------------

Ali Al-Dahwi has served as a Director since 1998 and has served as Chief
Executive Officer since October 2001 and served as President and Chief Executive
Officer from January 1999 to October 2001. From September 1998 to January 1999,
Mr. Al-Dahwi was our President and Chief Operating Officer. Mr. Al-Dahwi held
various positions at Accugraph Corporation from 1982 to 1998, including Vice
President and General Manager - Global Complex Enterprise Network Business Unit
and Vice President of International Operations. Prior to Accugraph, Mr. Al-Dahwi
served as a Civil Engineer. Mr. Al-Dahwi holds a B.S. in Civil Engineering from
the University of Texas El Paso.

Scott Munden has served as a Director since September 2001 and has served as our
President and Chief Operating Officer since October 2001 and Chief Operating
Officer from February 2001 to October 2001. Mr. Munden had previously been our
Chief Technology Officer and Executive Vice President of Product and Technology
since January 2000. Mr. Munden joined us in 1998 as Director of Product
Marketing and Development. From 1996 to 1998, Mr. Munden was General Manager at
IBIS Corporation. Prior to this, Mr. Munden held various positions at Accugraph
Corporation from 1987 to 1996, including Solutions Architect and Product
Manager. Prior to 1987, Mr. Munden worked at Wang Labs. Mr. Munden holds a B.S.
in Economics from the University of Texas El Paso.

Dr. Ziad El-Dukair was appointed to our Board of Directors in January 2001 and
joined us as an Executive Vice President in January 2001. Dr. El-Dukair was a
private consultant from 1998 to 2001. From 1990 to 1998, Dr. El-Dukair held the
position of President and C.E.O., as well as board member, for Thinet
International, a leading French construction company. Dr. El-Dukair holds a
Ph.D. in Construction Engineering and Management from the University of Maryland
and a Masters in Engineering Administration from George Washington University.

Kent J. Van Houten has served as Vice President of Finance, Chief Financial
Officer since June 2000. From January 2000 to April 2000, Mr. Van Houten was a
consultant with RF Monolithics, Inc. From May 1995 to October 1999, Mr. Van
Houten was Chief Financial Officer, Secretary and Treasurer with Peerless
Manufacturing. Co. From 1975 to 1994, Mr. Van Houten held various positions with
National Gypsum Company, and its wholly owned subsidiary, The Austin Company.
Mr. Van Houten holds a B.B.A. in accounting from Howard Payne University.



                                      -20-
<PAGE>

Naglaa Marzouk has served as Executive Vice President of Corporate Logistics
since January 2001. From December 2000 to January 2001, Ms. Marzouk was Director
of Corporate Logistics and Support. From June 1999 to December 2000, Ms. Marzouk
was the Logistics and Support Manager. From June 1998 to May 1999, Ms. Marzouk
was Software Production Engineer for AgilTech, Inc., USA, and from November 1996
to June 1998, Ms. Marzouk was Application Engineer for the Institute of Advanced
Manufacturing Sciences, USA. Ms. Marzouk holds a B.S. in Electrical Engineering
from Cairo University.

Lin Meyer has served as our Vice President of Strategic Partners and Alliances
since February 2001. Ms. Meyer was hired in April 1999 as our Director Telecom
Sales and Channel Programs and was subsequently promoted on June 1999 to Vice
President of Strategic Partners and Alliances before her recent promotion to
Vice President of Strategic Partners and Alliances in February 2001. Before her
employment with us, Ms. Meyer served as a Regional Manager for Beechwood
Consulting from 1998 to April 1999. From 1996 to 1998, Ms. Meyer held the
position of National Account Manager, Business Markets, with American Telephone
& Telegraph. Ms. Meyer holds a B.S. degree in Education from Coe College.



Family Relationships
--------------------

There are no family relationships among directors or executive officers.

Audit Committee and Financial Expert

Because our Board of Directors currently consists of only Three members and we
do not have the resources to expand our management at this time, we do not have
an audit committee, nor do we have a financial expert on our Board of Directors
as that term is defined by Item 401(e)2.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Act of 1934 requires our directors, executive
officers, and any persons who own more than 10% of a registered class of our
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. SEC regulation requires executive
officers, directors and greater than 10% stockholders to furnish us with copies
of all Section 16(a) forms they file. Based solely on our review of the copies
of such forms received by us, or written representations from certain reporting
persons, we believe that during the fiscal year ended October 31, 2004 our
executive officers, directors, and greater than 10% stockholders complied with
all applicable filing requirements.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We are in the process of
preparing and adopting a code of ethics.

Item 10          Executive Compensation

Due to the company's financial difficulties executive compensation was suspended
during the year ended October 31, 2002.




                                      -21-
<PAGE>

Option/SAR Grants in Last Fiscal Year.  Inapplicable.

Director Compensation. Board members are currently serving without cash
compensation. Each director holds office until his or her successor is elected
and qualified or until his or her earlier resignation in the manner provided in
our Bylaws. We have not secured "key person" or liability insurance coverage for
our officers and directors.


Employment Contracts. Except for Ali Al-Dahwi, none of the employees are bound
by an employment contract.

Indemnification of Directors. Our Bylaws provide, among other things, that our
officers or directors shall not be personally liable to us or our shareholders
for monetary damages for breach of fiduciary duty as an officer or director,
except liability for:

     o    any breach of such officer's or director's duty of loyalty to us or
          our security holders;
     o    for acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law;
     o    unlawful payments of dividends or unlawful stock purchase or
          redemption by us; or
     o    any transaction from which such officer or director derived any
          improper personal benefit.

Accordingly, our officers or directors may have no liability to our shareholders
for any mistakes or errors of judgment or for any act of omission, unless such
act or omission involves intentional misconduct, fraud, or a knowing violation
of law or results in unlawful distributions to our shareholders.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.


Item 11          Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of October 31, 2002 information regarding the
beneficial ownership of Common Stock (i) by each stockholder who is known by us
to own beneficially in excess of 5% of the outstanding Common Stock; (ii) by
each director; (iii) by each executive officer; and (iv) by all executive
officers and directors as a group. Except as otherwise indicated, all persons
listed below have (i) sole voting power and investment power with respect to
their shares of Common Stock, except to the extent that authority is shared by
spouses under applicable law, and (ii) record and beneficial ownership with
respect to their shares of Common Stock.

--------------------------------------------------------------------------------

    Title of                       Name                    Amount and Nature of
     Class                    Beneficial Owner             Beneficial Ownership
     -----                    ----------------             --------------------

Common Class A stock            Ali Al-Dahwi                    17,000,000



Common Class A stock            Scott Munden                    10,000,000


--------------------------------------------------------------------------------
Total Directors & Officers
--------------------------------------------------------------------------------

(1)  This table is based on 1,005,000,000 shares of all Classes of Stock
     authorized.



                                      -22-
<PAGE>

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12          Certain Relationships and Related Transactions

Conflicts related to other business activities. The persons serving as our
officers and directors have existing responsibilities and, in the future, may
have additional responsibilities, to provide management and services to other
entities in addition to us. As a result, conflicts of interest between us and
the other entities may occur from time to time.

Related party transactions.
--------------------------

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

     o    disclose such transactions in prospectuses where required;
     o    disclose in any and all filings with the Securities and Exchange
          Commission, where required;
     o    obtain disinterested directors' consent; and
     o    obtain shareholder consent where required.

Item 13          Exhibits

3.1       Certificate of Incorporation of the Company(1)
3.2       Bylaws of the Company(1)
31.1      Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer
31.2      Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer
32.1      Certification Pursuant to 18 U.S.C. ss.1350 of Chief Executive Officer
32.2      Certification Pursuant to 18 U.S.C. ss.1350 of Chief Financial Officer



                                      -23-
<PAGE>

(1) Previously filed on (commission file No. 33-44197, as exhibit 3.2 to the
Registration Statement on Form s-1.


Item 14          Principal Accountant Fees and Services

     The Board of Directors has selected Madsen and Associates CPA's, Inc. 684
East Vine Street # 3, Murray, Utah 84107 as independent accountants to audit our
books, records and accounts for the fiscal year ending October 31, 2002.

Audit and Non-Audit Fees

Aggregate fees for professional services rendered to us by Madsen and Associates
CPA's, Inc. for the years ended October 31, 2002 and 2003, were as follows:

     Services Provided                     2002
     -----------------                     ----

     Audit Fees                          $3000.00
     Audit Related Fees                  $
     Tax Fees                            $
     All Other Fees                      $
                                          -------
              Total                      $3000.00


Audit Fees. The aggregate fees billed for the year ended October 31, 2002 was
for the audits of our financial statements and reviews of our interim financial
statements included in our annual and quarterly reports.

Audit Related Fees. There were no fees billed for the years ended October 31,
2002 for the audit or review of our financial statement that are not reported
under Audit Fees.

Tax Fees. The aggregate fees billed for the year ended October 31, 2002 was for
professional services for tax compliance, tax advice and tax planning.

All Other Fees. There were no other fees billed for the year ended October 31,
2002.

Audit Committee Pre-Approval Policies and Procedures. Due to the small size of
our Board of Directors, the whole board acts as the Audit Committee.

The Board of Directors has implemented pre-approval policies and procedures
related to the provision of audit and non-audit services. Under these
procedures, the Board of Directors pre-approves both the type of services to be
provided by Madsen and Associates and the estimated fees related to these
services.

During the approval process, the Board of Directors considers the impact of the
types of services and the related fees on the independence of the auditor. The
services and fees must be deemed compatible with the maintenance of the
auditor's independence, including compliance with SEC rules and regulations.

Throughout the year, the Board of Directors will review any revisions to the
estimates of audit and non-audit fees initially approved.


                                      -24-
<PAGE>


                        Law Offices of Glenn P. Hannemann
                                    24 Brena
                            Irvine, California 92620
                                 (714) 544-1912
                               (714) 544-0218 fax

August 30, 2006


Mr. Talieh Safadi, President, C.E.O.
Telynx, Inc.


Dear Mr. Safadi:

         You have indicated that in connection with the filing of the update of
the quarterly and annual filings on behalf of Telynx, Inc. ("Company") with the
Securities and Exchange Commission ("SEC") on Forms 10Q and 10K, that you
require, as a part of those filings for the Company fiscal years 2002 and 2003,
confirmation of the auditor's inability to certify the financial statements
forming an element of that filing.

         I understand that the records for the subject years were lost or at
least unavailable to the auditors. The best that is attainable is to extrapolate
on partial 2002 for the 2002 and 2003 years.

         In our opinion, because the background information for 2002 and 2003 is
unavailable or available without unreasonable expense and effort, the
information for those periods on a reporting basis should suffice, especially in
view of the superceding subsequent reports.

         Please let me know if you require anything further.

                                                   Very truly yours,

                                                   /s/ Glenn P. Hannemann


                                                   GLENN P. HANNEMANN


GPH:dhh




                                      -25-
<PAGE>


                                   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 in the City of Los Angeles, California, on August 31, 2006.


TELYNX, INC., a Delaware corporation


By:         /s/ Talieh Safadi
            ----------------------------------
            Talieh Safadi
Its:        President, Chief Executive Officer, and Director

By:         /s/ Beth N. Ochoa
            ---------------------------------
            Beth Ochoa
Its:        Chief Financial Officer, Director, and Secretary



In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date:    August 31, 2006

By:     /s/ Talieh Safadi
----------------------------------
Talieh Safadi
President, Chief Executive Officer, and Director

Date:      August 31, 2006
By:     /s/ Beth N. Ochoa
-------------------------------------
Beth Ochoa
Director



                                      -26-