CYNX - 100% Empfang beim Telefonieren & Surfen

The terms of that “Revolving Line of Credit Agreement” have been further revised to be convertible into common stock on a basis consistent with other debt agreements recently entered into by Cellynx Group, Inc., and more fully articulated in Item 9.01, Exhibit “A” attached hereto. In addition the aggregate commitment of the Revolving Line of Credit Agreement which has a balance due of $596,200 at the date of this agreement has been amended such that the aggregate advances will be up to $2.2 Million Dollars and that those additional advances may be requested and advanced up to the maturity date of October 5, 2013.

In furtherance to the acquisition of the intellectual property under the “Asset Purchase Agreement” the Registrant has also assumed all responsibilities for the future, protection and prosecution of rights under the patents and patent applications as provided there-under.

The addendum agreement has further clarified and made current the summary of intellectual property which is sold under the terms of the “Asset Purchase Agreement” as provided in the schedule of intellectual property provided therein. Further the addendum agreement has deleted the right of first refusal for Cellynx Group, Inc. to reacquire that intellectual property.

Finally, the addendum agreement has restated the date of initial interest to be paid by the registrant under the terms of the Revolving Line of Credit from October 1, 2011 to October 1, 2012.

ITEM 2.01 - COMPLETION OF DISPOSITION OF ASSETS

As provided herein, Cellynx Group, Inc. has completed the disposition of a 60% interest in the intellectual property comprising the 5BARz technology in exchange for the receipt of 9,000,000 common shares of 5BARz International, Inc.

ITEM 3.01 – UNREGISTERED SALES OF EQUITY SECURITIES

On March 29, 2012 the Company issued 350,0000,000 common shares to 5BARz International, Inc. pursuant to the terms of the convertible promissory note attached hereto in Exhibit 9.01 (A). This conversion of $73,500 is part of the $596,200 advanced to the Company by 5BARz International, Inc. under the terms of a revolving line of credit, leaving a balance of $522,700. This sale of shares represents 50.8% of the issued and outstanding shares in the capital of the Company.
2

On March 29, 2011, two founding shareholders of Cellynx Group, Inc. Mr. Daniel Ash and Mr. Tareq Risheq, also sold in aggregate 63,412,638 shares to 5Barz International Inc., raising the 5Barz International, Inc. equity interest in Cellynx to 60%.


ITEM 5.03 – AMENDMENT TO ARTICLES OF INCORPORATION

On March 23, 2012 the Company filed an amendment to the articles of incorporation with the State of Nevada, such that the Authorized capital was amended from 500,000,000 shares at a stated or par value of $0.001 per share, to Authorized capital of 1,000,000,000 shares at a stated or par value of $0.001 per share.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 - Addendum Agreement (to be filed by amendment)


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 30, 2012
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8518777

5BARz International Inc. Acquires a Controlling Interest in Cellynx Group, Inc.

PR Newswire

MISSION VIEJO, Calif., April 2, 2012

MISSION VIEJO, Calif., April 2, 2012 /PRNewswire/ -- 5BARz International Inc. (OTCBB: BARZ), (Boerse-Berlin: O5B), (www.5BARz.com) (hereafter "5BARz" or the "Company") and Cellynx Group, Inc. (OTCBB: "CYNX")(hereafter "Cellynx") announce that on March 28, 2012, 5BARz International Inc. has acquired a 60% controlling interest in Cellynx Group, Inc.

5BARz International Inc. completed the acquisition of Cellynx Group, Inc. shares pursuant to a January 7, 2011 agreement with the founding shareholders of Cellynx.  In addition, the Company converted certain debts provided to Cellynx Group, Inc. into share capital.

Over the past several years the Companies operated under a set of agreements, comprised of an Asset Purchase Agreement, Revolving Line of Credit Agreement and a Master Global  Marketing and Distribution Agreement.  These agreements have been amended  (see 8K filed at www.sec.gov), to finalize asset ownership, define operating parameters, and address the funding of the Cellynx net liability position.

Mr. Daniel Bland, President and CEO of 5BARz International Inc., states, "The Management and Directors of both 5BARz International Inc. and Cellynx Group, Inc. consider the actions that we have taken in consolidating the operations of these two entities to be a substantive business development that will streamline the business of the Companies.  In our opinion, this consolidation of ownership and objectives will serve to accelerate the global deployment of the 5BARz technology as we continue to implement our business plan with the main goal of increasing shareholder value."

About 5BARz International Inc.

5BARz International Inc. along with its consolidated subsidiaries are in the process of developing the global commercialization of a patented product technology branded under the name 5BARz™.

5BARz™ is a cellular network infrastructure device for use in the small office, home and mobile market places. 5BARz™ incorporates a patented technology to create a highly engineered, single-piece, plug 'n play unit that strengthens weak cellular signals to deliver high quality signals for voice, data and video reception on cell phones and other cellular equipped devices.  5BARz™ represents a key solution for cellular network operators in providing clear, high quality signal for their subscribers with a growing need for high quality connectivity.

5BARz International Inc.'s shares are publicly traded on the OTCBB under the ticker symbol BARZ in the US and on the Berlin Stock Exchange (www.boerse-berlin.com) under symbol "O5B.")

Cellynx Group, Inc. shares are publicly traded on the OTCBB under the ticker symbol "CYNX".

On behalf of the Board of Directors

"Mr. Daniel Bland" CEO & Director

5BARz International Inc.

"Mr. Norm Collins" CEO & Director

Cellynx Group, Inc.

Legal Notice Regarding Forward-Looking StatementsThe information contained in this release consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward -- looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to product development, marketing, market acceptance, future capital requirements, and competition in general that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward -- looking statements whether as a result of new information, future events or otherwise.

Contact:Parkside Communications Inc.Phone: 1-877-798-4165IR@5BARz.com

SOURCE 5BARz International Inc.

The two founding shareholders have sold their 63,412,638 shares for an average price of $0.00268 which makes in total $170,000
BARZ got 350M CYNX shares for $73,500 which means CYNX has sold these shares for just $0.00021 because they had to sell it unter terms of the convertible promissory hereto in Exhibit 9.01 (A).


"On March 29, 2012 the Company issued 350,0000,000 common shares to 5BARz International, Inc. pursuant to the terms of the convertible promissory note attached hereto in Exhibit 9.01 (A). This conversion of $73,500 is part of the $596,200 advanced to the Company by 5BARz International, Inc. under the terms of a revolving line of credit, leaving a balance of $522,700. This sale of shares represents 50.8% of the issued and outstanding shares in the capital of the Company. "

BARZ gave CYNX actually $596,200 credit and CYNX has paid back with $350M shares a sum of $73,500 which leaves a balance of $522,700


"REVOLVING LINE OF CREDIT AGREEMENT



In conjunction with the Asset Purchase Agreement amendment, the Buyer and Seller are willing, to the extent possible, based upon capital market conditions and ongoing corporate developments, to continue to provide proceeds to the Borrower, under the terms of the Line of Credit Agreement as amended. The amendments to the Line of Credit Agreement are as follows:



Article 1 will be amended to read:



“1. Line of Credit. Lenders hereby establish for a period of thirty-six (36) months from the Effective Date (the “Maturity Date”) a revolving line of credit (the “Credit Line”) for Borrower in the principal amount of TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000) (the “Credit Limit”) which indebtedness shall be evidenced by and repaid in accordance with the terms of one or more convertible promissory notes for the amount of the Credit Limit in substantially the form attached hereto as Exhibit A (each a “Convertible Promissory Note”). All sums advanced on the Credit Line or pursuant to the terms of this Agreement (each an “Advance”) shall become evidenced by a Convertible Promissory Note in the format attached hereto as Appendix “A.” All reference to “promissory note” in the document hereafter will bear the meaning of the Convertible Promissory Note.”



Article 2 (a) will be amended to read:



“2. Advances.



(a) Lender agrees to make funds available under this Credit Line on the following schedule:



(i) $596,200 fully paid at the date of this Agreement, March 23, 2012 and



(ii) $1,603,800 on or before October 5, 2013 (the “Maturity Date”)”"



On or before Oct. 5 , 2013 CYNX gonna get another $1,603,800 credit line payment "which indebtedness shall be evidenced by and repaid in accordance with the terms of one or more convertible promissory notes for the amount of the Credit Limit in substantially the form attached hereto as Exhibit A (each a “Convertible Promissory Note”). "

So this is a promise of huge dilution for the shareholders of CYNX on or before Oct. 5, 2013.
Probably connected with another 10% or 20% sell of the patents which gonna be paid with BARZ common shares and not in cash.

Conclusion:
We have to sell our CYNX shares more sooner than later