<PAGE>

As filed with the Securities and Exchange Commission on March 13, 2002
                                                     Registration No. __________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                  TELYNX, INC.
             (Exact name of registrant as specified in its charter)

 Delaware                                                    94-3022377
 (State or other juris-                                      (I.R.S. Employer
 diction of incorporation                                    Identification
 or organization)                                            Number)
                             6006 North Mesa Street
                              El Paso, Texas 79912
        (Address of registrant's Principal Executive Offices) (Zip Code)

                          Telynx, Inc. 2002 Stock Plan
                            (Full title of the plan)

                                  Ali Al-Dahwi
                             Chief Executive Officer
                                  TELYNX, INC.
                             6006 North Mesa Street
                              El Paso, Texas 79912
                     (Name and address of agent for service)

                                 (915) 581-5828
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 PAUL O. SERGENT
                             Sergent Law Firm, P.C.
                             6006 N. Mesa, Suite 110
                              El Paso, Texas 79912
                                 (915) 587-5222


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
      Title of securities                                       Proposed maximum      Proposed maximum aggregate       Amount of
       to be registered                Amount to be            offering price per         offering price (2)       registration fee
                                       registered(1)               share (2)
====================================================================================================================================
<S>                                   <C>                      <C>                    <C>                          <C>
Common Stock $.01 par value
per share                           250,000,000 shares               $0.01                   $2,500,000                $230.00
====================================================================================================================================
</TABLE>

(1)    This Registration Statement also covers such indeterminate number of
       additional shares of Common Stock as is necessary to eliminate any
       dilutive effect of any future stock dividend, stock split,
       recapitalization or similar transaction.

(2)    Estimated in accordance with Rule 457(h)(1) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee. The proposed maximum offering price was determined by multiplying
       250,000,000, the number of shares registered by this Registration
       Statement as to which stocks may be granted under the Telynx, Inc. 2002
       Stock Plan, by $0.01, the average of the high and low prices of the
       Common Stock as reported on the Over-the-Counter Bulletin Board on March
       1, 2002, but not below the Company's Par Value.

<PAGE>

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information called for in Part I of Form S-8
will be sent or given to individuals who participate in the Telynx, Inc. 2002
Stock Plan as specified in Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with or
included in this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   Item 3.  Incorporation of Documents by Reference

           The following documents filed by Telynx, Inc. (the "Registrant") with
   the Commission are incorporated by reference in this Registration Statement:

           (a)    The Registrant's Annual Report on Form 10-KSB for the year
   ended October 31, 2001.

           In addition to the foregoing, all documents subsequently filed by the
   Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
   Act, prior to the filing of a post-effective amendment indicating that all of
   the securities offered hereunder have been sold or deregistering all
   securities then remaining unsold, shall be deemed to be incorporated by
   reference in this Registration Statement and to be part hereof from the date
   of filing of such documents. Any statement contained in a document
   incorporated by reference in this Registration Statement shall be deemed to
   be modified or superseded for purposes of this Registration Statement to the
   extent that a statement contained herein or in any subsequently filed
   document that is also incorporated by reference herein modifies or supersedes
   such statement. Any statement so modified or superseded shall not be deemed,
   except as so modified or superseded, to constitute a part of this
   Registration Statement.

   Item 4. Description of Securities

                  Not applicable.

   Item 5. Interests of Named Experts and Counsel

                  Not applicable.

   Item 6. Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law (the
           "DGCL") permits indemnification of directors and officers of a
           corporation under certain circumstances and subject to certain
           limitations. The Registrant's Certificate of Incorporation of the
           Registrant provides that the Registrant shall indemnify its directors
           and officers to the fullest extent permitted by the DGCL, including
           those circumstances in which indemnification would otherwise be
           discretionary, and shall advance expenses to its officers and
           directors as incurred in connection with proceedings against them for
           which they may be indemnified. In addition, the Registrant has
           entered into Indemnity Agreements with its directors and officers
           providing for the maximum indemnification allowed by Section 145 of
           the DGCL.

   Item 7. Exemption from Registration Claimed

                  Not Applicable.

                                      II-1

<PAGE>

Item 8.          Exhibits

        4.1          Telynx, Inc. 2002 Stock Plan.

        5.1          Opinion of Sergent Law Firm, P.C.

       23.1          Consent of Sergent Law Firm, P.C. (included in Exhibit 5.1)

       24.1          Power of Attorney (included in signature page)

Item 9.          Undertakings

        (a)      The undersigned Registrant hereby undertakes:

                 (1)    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (i)    To include any prospectus required by section 10
                               (a)(3) of the Securities Act;

                        (ii)   To reflect in the prospectus any facts or events
                               arising after the effective date of the
                               registration statement (or the most recent post-
                               effective amendment thereof) which, individually
                               or in the aggregate, represent a fundamental
                               change in the information set forth in the
                               registration statement. Notwithstanding the
                               foregoing, any increase or decrease in volume of
                               securities offered (if the total value of
                               securities offered would not exceed that which
                               was registered) and any deviation from the low or
                               high end of the estimated maximum offering range
                               may be reflected in the form of prospectus filed
                               with the Commission pursuant to Rule 424(b) if,
                               in the aggregate, the changes in volume and price
                               represent no more than a 20 percent change in the
                               maximum aggregate offering price set forth in the
                               "Calculation of Registration Fee" table in the
                               effective registration statement;

                        (iii)  To include any material information with respect
                               to the plan of distribution not previously
                               disclosed in the registration statement or any
                               material change to such information in the
                               registration statement;

                 provided, however, that clauses 1(i) and 1(ii) shall not apply
                 if the information required to be included in a post-effective
                 amendment by those clauses is contained in periodic reports
                 filed by the Registrant pursuant to Section 13 or Section
                 15(d) of the Exchange Act that are incorporated by reference
                 into this Registration Statement;

                 (2)    That, for the purpose of determining any liability
                        under the Securities Act, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof.

                                      II-2

<PAGE>

                  (3)   To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  a claim for indemnification against such liabilities (other
                  than the payment by the registrant of expenses incurred or
                  paid by a director, officer, or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer, or
                  controlling person of the registrant in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Paso, State of Texas on March 12, 2002.

                                      TELYNX, INC.

                                      By: /s/ Ali Al-Dahwi
                                         -------------------------
                                         Ali Al-Dahwi
                                         Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ali Al-Dahwi, Scott Munden and Kent Van
Houten, or one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
      Signature                                      Title                                  Date
<S>                                   <C>                                               <C>
      /s/ Ali Al-Dahwi                Chief Executive Officer and Chairman              March 12, 2002
---------------------------------
      Ali Al-Dahwi                    (Principal Executive Officer)


      /s/ Scott A. Munden             Chief Operating Officer, President and            March 12, 2002
---------------------------------
      Scott A. Munden                 Director


      /s/ Dr. Ziad El-Dukair          Executive Vice President and Director             March 12, 2002
---------------------------------
      Dr. Ziad El-Dukair


      /s/ Kent J. Van Houten          Chief Financial Officer (Principal Financial      March 12, 2002
---------------------------------
      Kent J. Van Houten              and Accounting Officer)
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.          Description of Exhibit
----------           ----------------------

4.1                  Telynx, Inc. 2002 Stock Plan.

5.1                  Opinion of Sergent Law Firm, P.C.

23.1                 Consent of Sergent Law Firm, P.C. (included in Exhibit 5.1)

24.1                 Power of Attorney (included in signature page)

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16876}]
{"company-data": {"conformed-name": "TELYNX INC", "cik": "0000852164", "assigned-sic": "7371", "irs-number": "943022377", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84212", "film-number": "02573800"}, "business-address": {"street1": "6006 NORTH MESA", "street2": "SUITE 515", "city": "EL PASO", "state": "TX", "zip": "79912", "phone": "9155815828"}, "mail-address": {"street1": "6006 N MESA SUITE 600", "city": "EL PASO", "state": "TX", "zip": "79912"}, "former-company": [{"former-conformed-name": "CAMBIO INC", "date-changed": "19981110"}, {"former-conformed-name": "MEADOWBROOK REHABILITATION GROUP INC", "date-changed": "19940531"}]}
As filed with the Securities and Exchange Commission on March 13, 2002
                                                     Registration No. __________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  TELYNX, INC.
             (Exact name of registrant as specified in its charter)

 Delaware                                                    94-3022377
 (State or other juris-                                      (I.R.S. Employer
 diction of incorporation                                    Identification
 or organization)                                            Number)
                             6006 North Mesa Street
                              El Paso, Texas 79912
        (Address of registrant's Principal Executive Offices) (Zip Code)

                          Telynx, Inc. 2002 Stock Plan
                            (Full title of the plan)

                                  Ali Al-Dahwi
                             Chief Executive Officer
                                  TELYNX, INC.
                             6006 North Mesa Street
                              El Paso, Texas 79912
                     (Name and address of agent for service)

                                 (915) 581-5828
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 PAUL O. SERGENT
                             Sergent Law Firm, P.C.
                             6006 N. Mesa, Suite 110
                              El Paso, Texas 79912
                                 (915) 587-5222

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
      Title of securities                                       Proposed maximum      Proposed maximum aggregate       Amount of
       to be registered                Amount to be            offering price per         offering price (2)       registration fee
                                       registered(1)               share (2)
====================================================================================================================================
Common Stock $.01 par value
per share                           250,000,000 shares               $0.01                   $2,500,000                $230.00
====================================================================================================================================
(1)    This Registration Statement also covers such indeterminate number of
       additional shares of Common Stock as is necessary to eliminate any
       dilutive effect of any future stock dividend, stock split,
       recapitalization or similar transaction.

(2)    Estimated in accordance with Rule 457(h)(1) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee. The proposed maximum offering price was determined by multiplying
       250,000,000, the number of shares registered by this Registration
       Statement as to which stocks may be granted under the Telynx, Inc. 2002
       Stock Plan, by $0.01, the average of the high and low prices of the
       Common Stock as reported on the Over-the-Counter Bulletin Board on March
       1, 2002, but not below the Company's Par Value.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information called for in Part I of Form S-8
will be sent or given to individuals who participate in the Telynx, Inc. 2002
Stock Plan as specified in Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with or
included in this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference

           The following documents filed by Telynx, Inc. (the "Registrant") with
   the Commission are incorporated by reference in this Registration Statement:

           (a)    The Registrant's Annual Report on Form 10-KSB for the year
   ended October 31, 2001.

           In addition to the foregoing, all documents subsequently filed by the
   Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
   Act, prior to the filing of a post-effective amendment indicating that all of
   the securities offered hereunder have been sold or deregistering all
   securities then remaining unsold, shall be deemed to be incorporated by
   reference in this Registration Statement and to be part hereof from the date
   of filing of such documents. Any statement contained in a document
   incorporated by reference in this Registration Statement shall be deemed to
   be modified or superseded for purposes of this Registration Statement to the
   extent that a statement contained herein or in any subsequently filed
   document that is also incorporated by reference herein modifies or supersedes
   such statement. Any statement so modified or superseded shall not be deemed,
   except as so modified or superseded, to constitute a part of this
   Registration Statement.

   Item 4. Description of Securities

                  Not applicable.

   Item 5. Interests of Named Experts and Counsel

                  Not applicable.

   Item 6. Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law (the
           "DGCL") permits indemnification of directors and officers of a
           corporation under certain circumstances and subject to certain
           limitations. The Registrant's Certificate of Incorporation of the
           Registrant provides that the Registrant shall indemnify its directors
           and officers to the fullest extent permitted by the DGCL, including
           those circumstances in which indemnification would otherwise be
           discretionary, and shall advance expenses to its officers and
           directors as incurred in connection with proceedings against them for
           which they may be indemnified. In addition, the Registrant has
           entered into Indemnity Agreements with its directors and officers
           providing for the maximum indemnification allowed by Section 145 of
           the DGCL.

   Item 7. Exemption from Registration Claimed

                  Not Applicable.

                                      II-1
Item 8.          Exhibits

        4.1          Telynx, Inc. 2002 Stock Plan.

        5.1          Opinion of Sergent Law Firm, P.C.

       23.1          Consent of Sergent Law Firm, P.C. (included in Exhibit 5.1)

       24.1          Power of Attorney (included in signature page)

Item 9.          Undertakings

        (a)      The undersigned Registrant hereby undertakes:

                 (1)    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (i)    To include any prospectus required by section 10
                               (a)(3) of the Securities Act;

                        (ii)   To reflect in the prospectus any facts or events
                               arising after the effective date of the
                               registration statement (or the most recent post-
                               effective amendment thereof) which, individually
                               or in the aggregate, represent a fundamental
                               change in the information set forth in the
                               registration statement. Notwithstanding the
                               foregoing, any increase or decrease in volume of
                               securities offered (if the total value of
                               securities offered would not exceed that which
                               was registered) and any deviation from the low or
                               high end of the estimated maximum offering range
                               may be reflected in the form of prospectus filed
                               with the Commission pursuant to Rule 424(b) if,
                               in the aggregate, the changes in volume and price
                               represent no more than a 20 percent change in the
                               maximum aggregate offering price set forth in the
                               "Calculation of Registration Fee" table in the
                               effective registration statement;

                        (iii)  To include any material information with respect
                               to the plan of distribution not previously
                               disclosed in the registration statement or any
                               material change to such information in the
                               registration statement;

                 provided, however, that clauses 1(i) and 1(ii) shall not apply
                 if the information required to be included in a post-effective
                 amendment by those clauses is contained in periodic reports
                 filed by the Registrant pursuant to Section 13 or Section
                 15(d) of the Exchange Act that are incorporated by reference
                 into this Registration Statement;

                 (2)    That, for the purpose of determining any liability
                        under the Securities Act, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof.

                                      II-2
(3)   To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  a claim for indemnification against such liabilities (other
                  than the payment by the registrant of expenses incurred or
                  paid by a director, officer, or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer, or
                  controlling person of the registrant in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Paso, State of Texas on March 12, 2002.

                                      TELYNX, INC.

                                      By: /s/ Ali Al-Dahwi
                                         -------------------------
                                         Ali Al-Dahwi
                                         Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ali Al-Dahwi, Scott Munden and Kent Van
Houten, or one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                      Title                                  Date
/s/ Ali Al-Dahwi                Chief Executive Officer and Chairman              March 12, 2002
---------------------------------
      Ali Al-Dahwi                    (Principal Executive Officer)

      /s/ Scott A. Munden             Chief Operating Officer, President and            March 12, 2002
---------------------------------
      Scott A. Munden                 Director

      /s/ Dr. Ziad El-Dukair          Executive Vice President and Director             March 12, 2002
---------------------------------
      Dr. Ziad El-Dukair

      /s/ Kent J. Van Houten          Chief Financial Officer (Principal Financial      March 12, 2002
---------------------------------
      Kent J. Van Houten              and Accounting Officer)
EXHIBIT INDEX

Exhibit No.          Description of Exhibit
----------           ----------------------

4.1                  Telynx, Inc. 2002 Stock Plan.

5.1                  Opinion of Sergent Law Firm, P.C.

23.1                 Consent of Sergent Law Firm, P.C. (included in Exhibit 5.1)

24.1                 Power of Attorney (included in signature page)

                                      II-5