UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
  x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF
1934
 
 For the
quarterly period ended March 31, 2009
 
 OR
 
 o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF
1934
 
 For the
transition period from ____________ to ____________
 
 Commission
File Number: 0-13117
 
 Clacendix,
Inc.
 
 (Exact
Name of registrant as specified in Its Charter)
 
 Delaware
                22-2413505(State
      or Other Jurisdiction of
                (IRS
      Employer Identification Number)Incorporation
      or Organization)
 
 2001Route 46 Parsippany, NJ
                  07054(Address
      of Principal Executive Offices)
                  (Zip
      Code)
 
 (973)
402-4251
 (Telephone
number)
 
 Indicate
by check mark 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
proceeding 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  xNo   ̈.
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such
files):          Yes        
No     .
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
                 ̈
                Accelerated
      filer
                 ̈Non-accelerated
      filer
                 ̈ (Do not check if
      a smaller reporting company)
                Smaller
      reporting company
                x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yesx   No
 ̈
 
 There
were 33,056,161 shares of Common Stock outstanding as of May 7,
2009.
  
  CLACENDIX,
INC. AND SUBSIDIARY
 
 FORM
10-Q
 
 FOR
THE QUARTER ENDED MARCH 31, 2009
  PagePART
      I. FINANCIAL INFORMATIONItem
      1. Financial Statements
                                      3Condensed
      Consolidated Balance Sheets as of March 31, 2009 (Unaudited) and December
      31, 2008
                                      4Condensed
      Consolidated Statements of Operations for the Three Months
      EndedMarch
      31, 2009 and 2008 (Unaudited) and for the period from January 1, 2008
      throughMarch
      31, 2009 (development stage period) (Unaudited)
                                      5Condensed
      Consolidated Statements of Cash Flows for the Three Months
      EndedMarch
      31, 2009 and 2008 (Unaudited) and for the period from January 1, 2008
      throughMarch
      31, 2009 (development stage period) (Unaudited)
                                      6Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                                      7Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                                      9Item
      3.  Quantitative and Qualitative Disclosure about Market
      Risk
                                      11Item
      4T. Controls and Procedures
                                      11PART
      II. OTHER INFORMATIONItem
      1.  Legal Proceedings
                                      12Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                                      12Item
      6. Exhibits
                                      13SIGNATURES
                                      14
  2
  PART
I. FINANCIAL INFORMATION
 
 ITEM
1. FINANCIAL STATEMENTS
  The
condensed consolidated financial statements included herein have been prepared
by us without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. It is suggested
that these financial statements be read in conjunction with the audited
financial statements and the notes thereto included in our annual report on Form
10-K for the year ended December 31, 2008 as filed with the Securities and
Exchange Commission.
  3
  CLACENDIX,
INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY COMMENCING JANUARY 1, 2008)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
  March 31, 2009
                      (Unaudited)
                    
                    
                    December 31, 2008AssetsCurrent
      assetsCash
      and cash equivalents
                    
                    $
                    1,247,173
                    
                    
                    $
                    1,160,587Restricted
      cash
                    
                    
                    -
                    
                    
                    
                    321,329Other
      receivables
                    
                    
                    1,033
                    
                    
                    
                    1,033Prepaid
      expenses and other current assets
                    
                    
                    534
                    
                    
                    
                    3,239Total
      assets
                    
                    $
                    1,248,740
                    
                    
                    $
                    1,486,188Liabilities
      and Stockholders’ EquityCurrent
      liabilitiesAccounts
      payable
                    
                    $
                    146,120
                    
                    
                    $
                    115,220Accrued
      expenses
                    
                    
                    140,034
                    
                    
                    
                    152,853Accrued
      payroll and related liabilities
                    
                    
                    17,262
                    
                    
                    
                    17,262Accrued
      interest – related party
                    
                    
                    15,814
                    
                    
                    
                    15,814Total
      liabilities
                    
                    
                    319,230
                    
                    
                    
                    301,149Commitments
      and contingenciesStockholders’
      EquityPreferred
      stock – par value $.001 per share; authorized 1,000,000 shares; 200,000
      shares designated Series A; 155,557 shares issued andoutstanding
      (aggregate liquidation preference $280,003)
                    
                    
                    156
                    
                    
                    
                    156Common
      stock – par value $.001 per share; authorized 750,000,000 shares;
      33,056,161 shares issued and outstanding
                    
                    
                    33,057
                    
                    
                    
                    33,057Additional
      paid-in capital
                    
                    
                    45,873,892
                    
                    
                    
                    45,873,145Accumulated
      deficit
                    
                    
                    (44,721,320
                    )
                    
                    
                    (44,053,887
                    )Deficit
      accumulated during the development stage
                    
                    
                    (256,275
                    )
                    
                    
                    (667,432
                    )Total
      stockholders’ equity
                    
                    
                    929,510
                    
                    
                    
                    1,185,039Total
      liabilities and stockholders’ equity
                    
                    $
                    1,248,740
                    
                    
                    $
                    1,486,188
  The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  4
 
 CLACENDIX,
INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY COMMENCING JANUARY 1, 2008)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (unaudited)
 
 For the Three Months
                            Ended March 31, 2009
                          
                          
                          For the Three Months
                            Ended March 31, 2008
                          
                          
                          For the period from
                            January 1, 2008
                            through March 31,
                            2009 (development
                            stage period)Net
      sales
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -General
      and administrative expenses
                          
                          
                          259,309
                          
                          
                          
                          230,353
                          
                          
                          
                          954,462Loss
      from operations
                          
                          
                          (259,309
                          )
                          
                          
                          (230,353
                          )
                          
                          
                          (954,462
                          )Interest
      income/(expense)
                          
                          
                          3,033
                          
                          
                          
                          15,644
                          
                          
                          
                          45,448Loss
      before income tax
                          
                          
                          (256,276
                          )
                          
                          
                          (214,709
                          )
                          
                          
                          (909,014
                          )Income
      tax (expense)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (14,694
                          )Net
      loss
                          
                          $
                          (256,276
                          )
                          
                          $
                          (214,709
                          )
                          
                          $
                          (923,708
                          )Per
      share data:Net
      loss per common shareBasic
      and diluted
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )Weighted
      average number of common shares outstandingBasic
      and diluted
                          
                          
                          33,056,161
                          
                          
                          
                          33,047,161
  The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  5
 
 CLACENDIX,
INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY COMMENCING JANUARY 1, 2008)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 
 For the Three Months
                      Ended March 31, 2009
                    
                    
                    For the Three Months
                      Ended March 31, 2008
                    
                    
                    For the period from
                      January 1, 2008
                      through March 31,
                      2009 (development
                      stage period)Cash
      flows from operating activitiesNet
      loss
                    
                    $
                    (256,276
                    )
                    
                    $
                    (214,709
                    )
                    
                    $
                    (923,708
                    )Adjustments
      to reconcile net loss to net cash from operating
    activities:Non-cash
      stock-based compensation
                    
                    
                    747
                    
                    
                    
                    1,929
                    
                    
                    
                    11,056Interest
      income on restricted cash
                    
                    
                    (183
                    )
                    
                    
                    (1,460
                    )
                    
                    
                    (1,512
                    )Changes
      in operating assets and liabilities:Other
      receivable
                    
                    
                    -
                    
                    
                    
                    355,663
                    
                    
                    
                    396,835Prepaid
      expenses and other current assets
                    
                    
                    2,705
                    
                    
                    
                    108
                    
                    
                    
                    8,994Accounts
      payable
                    
                    
                    30,900
                    
                    
                    
                    (156,657
                    )
                    
                    
                    (187,760
                    )Accrued
      expenses
                    
                    
                    (12,819
                    )
                    
                    
                    (52,508
                    )
                    
                    
                    (24,214
                    )Accrued
      payroll and related liabilities
                    
                    
                    -
                    
                    
                    
                    (553,736
                    )
                    
                    
                    (879,986
                    )Net
      cash used in operating activities
                    
                    
                    (234,926
                    )
                    
                    
                    (621,370
                    )
                    
                    
                    (1,600,295
                    )Cash
      flows from investing activitiesRelease
      of restricted cash
                    
                    
                    321,512
                    
                    
                    
                    -
                    
                    
                    
                    321,512Net
      cash provided by investing activities
                    
                    
                    321,512
                    
                    
                    
                    -
                    
                    
                    
                    321,512Cash
      flows from financing activitiesProceeds
      from the exercise of stock options
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    315Net
      cash provided by financing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    315Net
      increase(decrease) in cash and cash equivalents
                    
                    
                    86,586
                    
                    
                    
                    (621,370
                    )
                    
                    
                    (1,278,468
                    )Cash
      and cash equivalents – beginning of period
                    
                    
                    1,160,587
                    
                    
                    
                    2,525,641
                    
                    
                    
                    2,525,641Cash
      and cash equivalents – end of period
                    
                    $
                    1,247,173
                    
                    
                    $
                    1,904,271
                    
                    
                    $
                    1,247,173
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  6
  CLACENDIX,
INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY COMMENCING JANUARY 1, 2008)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)
 
 NOTE
1 – ORGANIZATION, BASIS OF PRESENTATION AND PLAN OF OPERATION
  Organization
and Basis of Presentation
 
 Clacendix,
Inc., a Delaware corporation was founded, as ION Networks, Inc. (“ION”), in 1999
through the combination of two companies — MicroFrame, a New Jersey Corporation,
and SolCom Systems Limited, a Scottish corporation located in Livingston,
Scotland. ION designed, developed, manufactured and sold network and information
security and management products to corporations, service providers and
government agencies. On December 31, 2007, ION Networks, Inc. changed its name
to Clacendix, Inc., in connection with the sale of substantially all of its
operating assets to Cryptek, Inc., a Delaware Corporation (“Cryptek”), as
described below. The accompanying condensed consolidated financial statements
include the accounts of Clacendix, Inc. and ION Networks, N.V., a wholly-owned,
inactive subsidiary (collectively, the “Company”). All material inter-company
balances and transactions have been eliminated in consolidation.
 
 The
condensed consolidated balance sheet as of March 31, 2009, the condensed
consolidated statements of operations and cash flows for the three months ended
March 31, 2009 and 2008 and for the period from January 1, 2008 through March
31, 2009 (development stage period), have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include normal
recurring adjustments) necessary to make the Company's financial position,
results of operations and cash flows at March 31, 2009 and for the three months
ended March 31, 2009 and 2008 not misleading have been made.  The
results of operations for the three months ended March 31, 2009 and 2008 and for
the period from January 1, 2008 through March 31, 2009 (development stage
period), are not necessarily indicative of results that would be expected for
the full year or any other interim period.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these financial statements be read in conjunction with the audited financial
statements and notes thereto included in the report on Form 10-K for the year
ended December 31, 2008, filed with the Securities and Exchange
Commission.
  On
December 31, 2007, the Company sold substantially all of the operating assets of
the Company to Cryptek, Inc. Stockholder approval was required, and obtained,
with respect to such sale. At the closing of the transaction, $320,000 was
deposited in an escrow account to provide for any claims against the Company’s
transferred intellectual property which may arise within one year of the closing
date. No such claims were made. Therefore, such amount was classified
as Restricted Cash as of December 31, 2008, and was refunded to the Company per
the terms of the purchase agreement in January 2009. Since the date of this
transaction, the Company has existed as a shell company with no operations, and
is reporting as a development stage company.
  Plan
of Operation
  The plan
of operation of the Company is to seek a target company with which to merge or
to complete a business combination.  In any transaction, it is expected
that the Company would be the surviving legal entity and the shareholders of the
Company would retain a percentage ownership interest in the post-transaction
company.  The Company does not plan to restrict its search to any specific
business, industry or geographic location, and it may participate in a business
venture of virtually any kind or nature.
  The
Company may seek a business opportunity with entities which have recently
commenced operations, or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes.  The
Company may acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.
  The
Company has entered into a non-binding letter of intent to acquire the
outstanding capital stock of a private entity. The Company is still in
discussions with this entity and performing the necessary due diligence.
Management has indicated that there are still certain important aspects of the
proposed transaction that have not been finalized including certain financing
activities. The Company can give no assurance that this transaction or any such
transaction will occur, or that if such a transaction were to occur, it would
enhance the Company’s future operations or financial results, or specifically
that the Company would become and remain profitable as a result of such
transaction. If the Company is not able to complete a transaction within a
reasonable time frame, the Company may liquidate.
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Reclassifications
  Certain
amounts in the financial statements for the three months ended March 31, 2008
and for the period from January 1, 2008 through March 31, 2009 (Development
Stage Period) have been reclassified to conform to the presentation of the
financial statements for the three months ended March 31, 2009. There was no
change in previously reported net loss.
  7
 
 NOTE
3 – STOCKHOLDERS’ EQUITY
 
 Potentially
dilutive securities of 2,520,070 and 5,964,061 at March 31, 2009 and 2008,
respectively are excluded from the computation of diluted net loss per share, as
their inclusion would be antidilutive.
  Options
 
 On
January 14, 2009, the Company granted board members immediately exercisable
options, under an option plan previously approved by stockholders, to purchase
an aggregate of 3,000 shares of common stock with an exercise price of $0.03 for
a total value of $90, based on the Black-Scholes model.
 
 During
the three months ended March 31, 2009, an aggregate of 2,114,404 options issued
under previously approved plans expired pursuant to the terms of the option
grants.
 
 On March
9, 2009, the Company granted board members immediately exercisable options,
under an option plan previously approved by stockholders, to purchase an
aggregate of 3,000 shares of common stock with an exercise price of $0.02 for a
total value of $60, based on the Black-Scholes model.
 
 Warrants
 
 On
January 28, 2009 warrants issued pursuant to a consultant agreement with the
right to purchase 937,500 shares expired.
 
 NOTE
4 – EMPLOYMENT AGREEMENTS
 
 On June
19, 2008, the Board of Directors of the Company extended the employment term of
Norman E. Corn, its Chief Executive Officer, and Patrick E. Delaney, its Chief
Financial Officer, through December 31, 2008, unless terminated earlier by
either party upon thirty days prior notice.  The board extended the
agreements twice, on March 9, 2009 to April 30, 2009 and again on April 30,
2009 to May 15, 2009 with the same terms. Effective July 1, 2008, Messrs. Corn
and Delaney’s compensation has been adjusted to an annual base salary of
$100,000, as compared to 2007 annual base salaries of $235,000 and $200,000,
respectively, in addition to certain employee benefits.
 
 NOTE
5 –RECENT ACCOUNTING PRONOUNCEMENTS
  In
December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
141R"), which replaces SFAS No. 141, "Business Combinations." SFAS 141R
establishes principles and requirements for determining how an enterprise
recognizes and measures the fair value of certain assets and liabilities
acquired in a business combination, including non-controlling interests,
contingent consideration, and certain acquired contingencies. SFAS 141R also
requires acquisition-related transaction expenses and restructuring costs be
expensed as incurred rather than capitalized as a component of the business
combination. SFAS 141R will be applicable prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. SFAS 141R would have
an impact on accounting for any businesses acquired after the effective date of
this pronouncement.
  In
June 2008, the EITF reached a consensus in Issue No. 07-5,
“Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock” (“EITF 07-5”). This Issue addresses the determination of
whether an instrument (or an embedded feature) is indexed to an entity’s own
stock, which is the first part of the scope exception in paragraph 11(a) of SFAS
133. EITF 07-5 is effective for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early application is not
permitted. The adoption of EITF No. 07-5 did not have a material impact on the
Company’s financial statements.
  8
  ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Information
Regarding Forward-Looking Statements
  A number
of statements contained in this report are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. You can identify
forward-looking statements by our use of words such as “may”, “will”, “should”,
“could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential”, or “continue” or the negative or other variations of
these words, or other comparable words or phrases. These statements include, but
are not limited to, statements regarding our ability to complete our business
objectives. These risks and uncertainties include, but are not limited
to:
  ·
              our
      ability to complete a combination with one or more target
      businesses;
  ·
              our
      success in retaining or recruiting, or changes required in, our officers
      or directors prior to or following a business
  combination;
  ·
              our
      potential inability to obtain additional financing to complete a business
      combination;
  ·
              a
      limited pool of prospective target
businesses;
  ·
              a
      potential change in control if we acquire one or more target businesses
      for stock;
  ·
              our
      public securities’ limited liquidity and trading;
  and
  ·
              our
      ongoing financial performance.
  Unless
otherwise required by applicable law, the Company assumes no obligation to
update any such forward-looking statements, or to update the reasons why actual
results could differ from those projected in the forward-looking statements.
These risk factors are further described in our annual report on Form 10-K for
the fiscal year ended December 31, 2008.
  OVERVIEW
  Clacendix,
Inc., a Delaware corporation was founded, as ION Networks, Inc. (“ION”), in 1999
through the combination of two companies — MicroFrame, a New Jersey Corporation,
and SolCom Systems Limited, a Scottish corporation located in Livingston,
Scotland. ION designed, developed, manufactured and sold network and information
security and management products to corporations, service providers and
government agencies. On December 31, 2007, ION Networks, Inc. changed its name
to Clacendix, Inc. The accompanying condensed consolidated financial statements
include the accounts of Clacendix, Inc. and ION Networks, N.V., a wholly-owned,
inactive subsidiary (collectively, the “Company”).
  This
discussion and analysis should be read in conjunction with our condensed
consolidated financial statements and accompanying notes included elsewhere in
this Quarterly Report. This discussion includes forward-looking statements that
involve risk and uncertainties.  The following financial information
for the three months ended March 31, 2009 and 2008 should be considered in light
of the completion of the sale of substantially all of the operating assets of
the Company on December 31, 2007 and the fact that the Company currently has no
operations other than to maintain the corporate entity, comply with the periodic
reporting requirements of the Securities and Exchange Commission, and to seek a
target company with which to merge or to complete a business combination, as
further described in our Annual Report on Form 10-K for the year ended December
31, 2008. Therefore, during these periods, the Company had no revenue, cost of
sales, depreciation expense, research and development expenses or selling
expenses.
  The plan
of operation of the Company is to seek a target company with which to merge or
to complete a business combination.  In any transaction, it is expected
that the Company would be the surviving legal entity and the shareholders of the
Company would retain a percentage ownership interest in the post-transaction
company.  The Company does not plan to restrict its search to any specific
business, industry or geographic location, and it may participate in a business
venture of virtually any kind or nature.
  The
Company may seek a business opportunity with entities which have recently
commenced operations, or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes.  The
Company may acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.
  The
Company has entered into a non-binding letter of intent to acquire the
outstanding capital stock of a private entity. The Company is still in
discussions with this entity and performing the necessary due diligence.
Management has indicated that there are still certain important aspects of the
proposed transaction that have not been finalized including certain financing
activities. The Company can give no assurance that this transaction or any such
transaction will occur, or that if such a transaction were to occur, it would
enhance the Company’s future operations or financial results, or specifically
that the Company would become and remain profitable as a result of such
transaction. If the Company is not able to complete a transaction within a
reasonable time frame, the Company may liquidate.
   RESULTS
OF OPERATIONS
  For
the three months ended March 31, 2009 compared to the same period in
2008:
 
 General
and Administrative expenses ("G&A") for the three months ended March 31,
2009 were $259,309 compared to $230,353 for the same period in 2008, an increase
of $28,946. The increase in G&A was primarily due to an increase in
professional services expenses related to the Company’s potential business
combination transaction activity from zero for the three months ended March 31,
2008 compared to approximately $132,000 for the three months ended March 31,
2009 offset in part by a reduction in payroll related expenses of $96,872. The
headcount of two was unchanged in March 31, 2009 compared to the same period in
2008.
  9
  The
Company incurred a net loss of $256,276 for the three months ended March 31,
2009, compared to $214,709 for the same period in 2008. The increase was due
primarily to an increase in professional services related to the Company’s
potential business combination transaction activity of approximately $132,000,
reduction of interest income of $12,611, offset in part by a reduction in
payroll related expenses of $96,872, as a result of the reduction in salaries of
the chief executive officer and the chief financial officer.
 
 FINANCIAL
CONDITION AND CAPITAL RESOURCES
  The
Company's working capital balance as of March 31, 2009 was $929,510 as compared
to $1,185,039 at December 31, 2008. The decrease of $255,529 was primarily due
to the G&A expenses of the Company for the three months ended March 31,
2009. We presently anticipate that cash requirements during the next twelve
months will relate to maintaining the corporate entity, complying with the
periodic reporting requirements of the Securities and Exchange Commission,
evaluating and reviewing possible business ventures and acquisition
opportunities and potentially negotiating and consummating any such
transactions.  The Company believes that it has sufficient cash on hand to
meet these cash requirements during the next twelve months.
 
 Net cash
used in operating activities during the three months ended March 31, 2009 was
$234,926, primarily due to the Company’s net loss during the period, compared to
net cash used by operating activities of $621,370 for the same period in 2008, a
difference of $386,444. The use of cash in the three months ended March 31, 2008
included payments for severance of approximately $500,000 and accrued payroll of
$52,000.
 
 Net cash
provided by investing activities during the three months ended March 31, 2009
was $321,512 compared to zero for the same period in 2008. During the three
months ended March 31, 2009, the Company received cash in the amount of $321,512
from an escrow account related to the sale of substantially all the assets of
the operating company.
 
 Net cash
provided by financing activities during the three months ended March 31, 2009
and 2008 was zero.
 
 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
 
 Use of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the year. Actual results could differ from those estimates. The Company’s
significant estimates include its deferred tax valuation.
 
 Recent
Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
141R"), which replaces SFAS No. 141, "Business Combinations." SFAS 141R
establishes principles and requirements for determining how an enterprise
recognizes and measures the fair value of certain assets and liabilities
acquired in a business combination, including noncontrolling interests,
contingent consideration, and certain acquired contingencies. SFAS 141R also
requires acquisition-related transaction expenses and restructuring costs be
expensed as incurred rather than capitalized as a component of the business
combination. SFAS 141R will be applicable prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. SFAS 141R would have
an impact on accounting for any businesses acquired after the effective date of
this pronouncement.
  In
June 2008, the EITF reached a consensus in Issue No. 07-5,
“Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock” (“EITF 07-5”). This Issue addresses the determination of
whether an instrument (or an embedded feature) is indexed to an entity’s own
stock, which is the first part of the scope exception in paragraph 11(a) of SFAS
133. EITF 07-5 is effective for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early application is not
permitted. The adoption of EITF No. 07-5 did not have a material impact on the
Company’s financial statements.
 
 Off-Balance
Sheet Arrangements
  As of May
7, 2009, we did not have any off-balance sheet debt nor did we have any
transactions, arrangements, obligations (including contingent obligations) or
other relationships with any unconsolidated entities or other persons that may
have a material current or future effect on financial conditions, changes in
financial conditions, result of operations, liquidity, capital expenditures,
capital resources, or significant components of revenue or
expenses.
  10
  ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
Applicable.
 
 ITEM
4T. CONTROLS AND PROCEDURES
 
 Disclosure
Controls and Procedures
  Prior to
the filing of this report, the Company’s management carried out an evaluation,
under the supervision and with the participation of its Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures as of the end of
the period covered by this report. Based on this evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the Company's controls
and procedures were effective as of the end of the period covered by this report
to ensure that information required to be disclosed by the Company in the
reports filed by it under the Securities and Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and include controls and procedures
designed to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company's management,
including the Chief Executive Officer and Chief Financial Officer of the
Company, as appropriate to allow timely decisions regarding required
disclosure.
  Changes
to Internal Control Over Financial Reporting
  There are
no changes in the Company’s internal control over financial reporting during the
quarter ended March 31. 2009 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting. However, as the Company sold substantially all of its operating
assets on December 31, 2007 it has continued to utilize the accounting system,
which was sold in the transaction, as well as certain Cryptek employees through
mutual agreement.
  11
  PART
II. OTHER INFORMATION
 
 ITEM
1. LEGAL PROCEEDINGS
 
 The
Company is not currently involved in any legal proceedings other than routine
litigation incidental to the business.
 
 ITEM 2.  UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
 
 On
January 14, 2009, the Company granted non-employee board members immediately
exercisable options, under an option plan previously approved by stockholders,
to purchase an aggregate of 3,000 shares of common stock with an exercise price
of $0.03 for a total value of $90, based on the Black-Scholes
model.
 
 On March
9, 2009, the Company granted non-employee board members immediately exercisable
options, under an option plan previously approved by stockholders, to purchase
an aggregate of 3,000 shares of common stock with an exercise price of $0.02 for
a total value of $60, based on the Black-Scholes model.
 
 These grants were made without
registration in reliance upon the exemption afforded by the provisions of
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506 promulgated thereunder, based on the fact that the options granted
were not sold or offered pursuant to general solicitation, and in reliance upon
the “accredited investor” status of board members of the
Company.
  12
  ITEM
6. EXHIBITS
 
 31.1
                        *
                        Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)31.2
                        *
                        Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)32.1
                        *
                        Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, of Chief Executive
  Officer32.2
                        *
                        Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, of Chief Financial
  Officer
 
 * Filed
herewith
  13
  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 thereunto
duly authorized.
 
 Date: May
12, 2009
  CLACENDIX,
      INC./S/ Norman E. CornNorman
      E. Corn, Chief Executive Officer/S/ Patrick E. DelaneyPatrick
      E. Delaney, Chief Financial
Officer
 14
  Exhibit
Index
 31.1
                          *
                          Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)31.2
                          *
                          Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)32.1
                          *
                          Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, of Chief Executive
  Officer32.2
                          *
                          Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, of Chief Financial
  Officer
 
 * Filed
herewith
  15