Owner
Post by Franko10 ™ on Nov 15, 2005 8:37:30 GMT -5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _______________
0-29781
(Commission file number)
CRYSTALIX GROUP INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 65-0142472
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1181 GRIER DRIVE, SUITE B, LAS VEGAS, NEVADA 89119
(Address of principal executive offices)
(702) 740-4616
(Issuer's telephone number)
6
<PAGE>
CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - NOTES PAYABLE (INCLUDING RELATED PARTY NOTES)
Notes payable at September 30, 2005 consist of the following:
John Woodward $ 1,824,000
Kevin Ryan 5,396,764
Ryan Capital Management, Inc. 452,137
McCary & Rood, Inc. 280,000
McCary & Rood, Inc. 214,037
CMKXTREME.COM 2,000,000
UAJC 2005 Irrevocable Trust (a) 540,000
Kevin Ryan (b) 155,000
---------------
10,861,938
Less debt discounts (1,881,901)
---------------
Net amount of notes payable 8,980,037
Less current portion (7,059,211)
----------------
Long-term portion $ 1,920,826
================
a. On April 11, 2005, the Company executed and delivered to Urban
Casavant, as the trustee of the UAJC 2005 Irrevocable Trust, a
convertible promissory note in the principal amount of $1,000,000.
The note is secured by the Company's 51% membership interest in Laser
Design International, LLC ("LDI") (See Note 6), accrues interest at
10% per annum, is due May 1, 2007, and requires monthly payments of
principal and accrued interest beginning July 1, 2005. The loan
proceeds are to be funded over a two-year period. The note is
convertible as to any payment when due, as to all or any portion of
the note upon the sale of 51% or more of the Company's outstanding
common stock or sale of all of the Company's assets, or as to a
portion of the note not to exceed $1,000,000 upon an event of
default. The conversion price is $0.05. The value of the note was
allocated between the note and the beneficial conversion feature,
which amounted to $510,000 and $30,000, respectively. The beneficial
conversion feature of $30,000 is being amortized over the term of the
note. The trustee of the Trust is the beneficial owner of CMKXTREME,
Inc., which loaned $2,000,000 to the Company in September 2004. The
Company has currently received funding of $540,000 and expects to
receive the additional $460,000 over the next two years.
b. During the three months ended September 30, 2005, Kevin Ryan advanced
the Company an additional $155,000. This amount is payable upon
demand.
As of April 11, 2005, the Company amended and restated its convertible
promissory note to CMKXTREME, Inc. Interest accrued through May 31, 2005 under
the original note but not paid will be due on the new maturity date of October
1, 2007. Monthly principal payments of $83,333 and interest accrued from June 1,
2005 are to begin July 1, 2005. John S. Woodward, who also has a security
interest in all of the Company's assets, agreed to subordinate his lien and
security interest to those of CMKXTREME, Inc. In addition, Kevin Ryan, John
Woodward, and CMKXTREME, Inc. agreed to subordinate their liens and security
interests to those of the Trust. Kevin Ryan agreed that the liens and security
interests of CMKXTREME, Inc. shall have equal priority with his liens and
security interests.
7
<PAGE>
CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - ACQUISITION OF LASER DESIGN INTERNATIONAL, LLC
On August 17, 2005, the Company purchased a 51% interest in Laser Design
International, LLC, a California limited liability company ("LDI"). The Company
had deposited a portion of the purchase price and will make additional payments
in 2005, 2006 and 2007. A portion of the purchase price was funded by the
convertible note from the UAJC 2005 Irrevocable Trust (See Note 5). The
collateral for the $1,000,000 convertible note will be the Company's 51%
ownership in LDI. This acquisition of LDI is not considered a significant
acquisition, therefore, pro forma information has not been presented. Minority
interest has not been recorded since LDI's liabilities exceeded their assets at
the date of acquisition and LDI incurred a net loss from the date of acquisition
to September 30, 2005.
otcbb.com/asp/Info_Center.asp
Type in CYXG then on the drop down go to filing then 10QSB.
JJ
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _______________
0-29781
(Commission file number)
CRYSTALIX GROUP INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 65-0142472
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1181 GRIER DRIVE, SUITE B, LAS VEGAS, NEVADA 89119
(Address of principal executive offices)
(702) 740-4616
(Issuer's telephone number)
6
<PAGE>
CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - NOTES PAYABLE (INCLUDING RELATED PARTY NOTES)
Notes payable at September 30, 2005 consist of the following:
John Woodward $ 1,824,000
Kevin Ryan 5,396,764
Ryan Capital Management, Inc. 452,137
McCary & Rood, Inc. 280,000
McCary & Rood, Inc. 214,037
CMKXTREME.COM 2,000,000
UAJC 2005 Irrevocable Trust (a) 540,000
Kevin Ryan (b) 155,000
---------------
10,861,938
Less debt discounts (1,881,901)
---------------
Net amount of notes payable 8,980,037
Less current portion (7,059,211)
----------------
Long-term portion $ 1,920,826
================
a. On April 11, 2005, the Company executed and delivered to Urban
Casavant, as the trustee of the UAJC 2005 Irrevocable Trust, a
convertible promissory note in the principal amount of $1,000,000.
The note is secured by the Company's 51% membership interest in Laser
Design International, LLC ("LDI") (See Note 6), accrues interest at
10% per annum, is due May 1, 2007, and requires monthly payments of
principal and accrued interest beginning July 1, 2005. The loan
proceeds are to be funded over a two-year period. The note is
convertible as to any payment when due, as to all or any portion of
the note upon the sale of 51% or more of the Company's outstanding
common stock or sale of all of the Company's assets, or as to a
portion of the note not to exceed $1,000,000 upon an event of
default. The conversion price is $0.05. The value of the note was
allocated between the note and the beneficial conversion feature,
which amounted to $510,000 and $30,000, respectively. The beneficial
conversion feature of $30,000 is being amortized over the term of the
note. The trustee of the Trust is the beneficial owner of CMKXTREME,
Inc., which loaned $2,000,000 to the Company in September 2004. The
Company has currently received funding of $540,000 and expects to
receive the additional $460,000 over the next two years.
b. During the three months ended September 30, 2005, Kevin Ryan advanced
the Company an additional $155,000. This amount is payable upon
demand.
As of April 11, 2005, the Company amended and restated its convertible
promissory note to CMKXTREME, Inc. Interest accrued through May 31, 2005 under
the original note but not paid will be due on the new maturity date of October
1, 2007. Monthly principal payments of $83,333 and interest accrued from June 1,
2005 are to begin July 1, 2005. John S. Woodward, who also has a security
interest in all of the Company's assets, agreed to subordinate his lien and
security interest to those of CMKXTREME, Inc. In addition, Kevin Ryan, John
Woodward, and CMKXTREME, Inc. agreed to subordinate their liens and security
interests to those of the Trust. Kevin Ryan agreed that the liens and security
interests of CMKXTREME, Inc. shall have equal priority with his liens and
security interests.
7
<PAGE>
CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - ACQUISITION OF LASER DESIGN INTERNATIONAL, LLC
On August 17, 2005, the Company purchased a 51% interest in Laser Design
International, LLC, a California limited liability company ("LDI"). The Company
had deposited a portion of the purchase price and will make additional payments
in 2005, 2006 and 2007. A portion of the purchase price was funded by the
convertible note from the UAJC 2005 Irrevocable Trust (See Note 5). The
collateral for the $1,000,000 convertible note will be the Company's 51%
ownership in LDI. This acquisition of LDI is not considered a significant
acquisition, therefore, pro forma information has not been presented. Minority
interest has not been recorded since LDI's liabilities exceeded their assets at
the date of acquisition and LDI incurred a net loss from the date of acquisition
to September 30, 2005.
otcbb.com/asp/Info_Center.asp
Type in CYXG then on the drop down go to filing then 10QSB.
JJ
