-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Es17cYsqVeNcTQUzAxq7k3nt3lOgV8Xbcp7TyYD4W7lu1cNlvjp+IuFa1UG+YppP rvi5F/gvw0rNCPxk+5+W3Q== 0001010924-02-000168.txt : 20021114 0001010924-02-000168.hdr.sgml : 20021114 20021114132101 ACCESSION NUMBER: 0001010924-02-000168 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAYNON INTERNATIONAL CORP CENTRAL INDEX KEY: 0001089598 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880285718 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26653 FILM NUMBER: 02823648 BUSINESS ADDRESS: STREET 1: 266 CEDAR STREET CITY: CEDAR GROVE STATE: NJ ZIP: 07009 BUSINESS PHONE: 9732392952 MAIL ADDRESS: STREET 1: 266 CEDAR STREET CITY: CEDAR GROVE STATE: NJ ZIP: 07009 10QSB 1 edsepqsb.txt QUARTERLY REPORT FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR [ ] 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 000-26653 -------------- BAYNON INTERNATIONAL CORPORATION ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 88-0285718 ----------- ---------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 266 Cedar Street, 07009 Cedar Grove, New Jersey (Address of principal executive offices) (Zip Code) (973) 239-2952 (Registrant's telephone number, including area code) Not applicable -------------------- (Former name, former address and former fiscal year, if changed since last report) 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 preceding 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 X No __ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Common Stock, $0.001 par value Outstanding at September 30, 2002: 17,532,692 1 BAYNON INTERNATIONAL CORPORATION Index Page No. Part I Financial Information Item 1 Financial Statements: Balance Sheets - September 30, 2002, and December 31, 2001 3 Statements of Operations - For the Three and Nine Months Ended September 30, 2002 and 2001 4 Statements of Cash Flows - For the Nine Months Ended September 30, 2002 and 2001 5 Notes to Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 Controls and Procedures Part II Other Information Item 1 Legal Proceedings 9 Item 2 Changes in Securities and Use of Proceeds 9 Item 3 Defaults Upon Senior Securities 9 Item 4 Submission of Matters to a Vote of Security Holders 9 Item 5 Other Information 9 Item 6 Exhibits and Reports on Form 8-K 9 2 BAYNON INTERNATIONAL CORPORATION BALANCE SHEETS
September 30, December 31, ASSETS 2002 2001 ---------------- --------------- (Unaudited) (Audited) Current Assets: Cash and cash equivalents $ 59,270 $ 16,945 ---------------- --------------- Total Current Assets 59,270 16,945 ---------------- --------------- Total Assets $ 59,270 $ 16,945 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 4,216 $ 7,828 ---------------- --------------- Total Current Liabilities 4,216 7,828 ---------------- --------------- Total Liabilities 4,216 7,828 ---------------- --------------- Stockholders' Equity: Common stock, $.001 par value, 50,000,000 shares authorized, 17,532,692 and 10,532,652 shares issued and outstanding at September 30, 2002 and December 31, 2001, respectively 17,533 10,533 Additional paid-in capital 104,000 53,000 Retained earnings (deficit) (66,479) (54,416) ---------------- --------------- Total Stockholders' Equity 55,054 9,117 ---------------- --------------- Total Liabilities and Stockholders' Equity $ 59,270 $ 16,945 ================ =============== - --------------------
The accompanying notes are an integral part of these financial statements. 3 BAYNON INTERNATIONAL CORPORATION STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended For the Nine Months Ended September 30, September 30, 2002 2001 2002 2001 -------------- -------------- -------------- -------------- Revenues $ - $ - $ - $ - Cost of Revenues - - - - -------------- -------------- -------------- -------------- Gross Profit - - - - -------------- -------------- -------------- -------------- Other Costs: General and administrative expenses 2,842 3,265 13,818 10,471 -------------- -------------- -------------- -------------- Total Other Costs 2,842 3,265 13,818 10,471 Other Income and Expense: Interest income 646 266 1,755 1,071 -------------- -------------- -------------- -------------- Net Loss before Income Taxes (2,196) (2,999) (12,063) (9,400) Income Taxes - - - - -------------- -------------- -------------- -------------- Net Loss $ (2,196) $ (2,999) $ (12,063) $ (9,400) ============== ============== ============== ============== Earnings (Loss) Per Share: Basic and diluted earnings (loss) per common share $ - $ - $ - $ - ============== ============== ============== ============== Basic and diluted weighted average common shares outstanding 17,532,692 10,532,692 16,614,173 10,532,692 ============== ============== ============== ============== - --------------------
The accompanying notes are an integral part of these financial statements. 4 BAYNON INTERNATIONAL CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 2002 2001 ------------ ------------ Cash Flows from Operating Activities: Net loss $ (12,063) $ (9,400) Adjustments to reconcile net loss to net cash used in operating activities: Decrease in accounts payable and accrued expenses (3,612) (11,315) ------------ ------------ Net cash used in operating activities (15,675) (20,715) ------------ ------------ Cash Flows from Investing Activities - - ------------ ------------ Cash Flows from Financing Activities: Issuance of common stock 58,000 - ------------ ------------ Net cash provided by financing activities 58,000 - ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents 42,325 (20,715) Cash and Cash Equivalents, beginning of period 16,945 42,208 ------------ ------------ Cash and Cash Equivalents, end of period $ 59,270 $ 21,493 ============ ============ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - ============ ============ Income taxes $ - $ - ============ ============ - --------------------
The accompanying notes are an integral part of these financial statements. 5 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2002 (Continued) 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Baynon International Corporation (formerly known as Technology Associates Corporation and hereinafter referred to as the "Company"), was originally incorporated on February 29, 1968 under the laws of the Commonwealth of Massachusetts to engage in any lawful corporate undertaking. On December 28, 1989, the Company reincorporated under the laws of the State of Nevada. The Company was formerly engaged in the technology marketing business and its securities traded on the National Association of Securities Dealers OTC Bulletin Board. The Company has not engaged in any business operations for at least the last two years and has no operations to date. The Company will attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in identifying or negotiating with any target company. The Company provides a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified for trading in the United States secondary market. Earnings (Loss) Per Share As of December 31, 1997, the FASB issued Statement No. 128, "Earnings Per Share" (SFAS 128) replacing the calculation of primary and fully diluted earnings per share with Basic and Diluted earnings per share. Unlike primary earning per share, basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and thus is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is similar to the previously fully diluted earnings per share. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding Impairment of Long-Lived Assets The Company adopted Statement of Financial Accounting Standards No. 144 (SFAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets," which is effective for fiscal years beginning after December 15, 2001. SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". The primary objectives of SFAS 144 are to develop one accounting model based on the framework established in SFAS 121 for long-lived assets to be disposed of by sale, and to address significant implementation issues. The adoption of SFAS 144 had no impact on the Company's financial condition or results of operations. 2. INTERIM PRESENTATION The December 31, 2001 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2002 its results of operations for the three months and nine months 6 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2002 (Continued) ended September 30, 2002 and 2001, and its cash flows for the nine months ended September 30, 2002 and 2001. The statements of operations for the three months and nine months ended September 30, 2002 and 2001 are not necessarily indicative of results for the full year. While the Company believes that the disclosures presented are adequate to make the information not misleading, these financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. 3. STOCKHOLDERS' EQUITY On January 8, 2002 the Company issued 4,000,000 shares of common stock, $.001 par value and received net proceeds of $28,000. These shares were sold in a private placement without registration under Rule 506 of Regulation D and pursuant to exemptions contained in the Securities Act of 1933 On March 12, 2002 the Company issued 3,000,000 shares of common stock, $.001 par value and received proceeds of $30,000. These shares were sold in a private placement without registration under Rule 506 of Regulation D and pursuant to exemptions contained in the Securities Act. In connection with this sale the Company agreed to the following: (a) the Company would not issue any additional common stock, preferred stock or any warrants, rights or any securities convertible into common stock without the prior written consent of this investor; (b) the Company would reimburse this investor up to $1,000 for expenses incurred while conducting its due diligence investigation prior to this purchase; (c) this investor will be entitled to name an individual to the Board of Directors, as long as it owns at least eight percent (8%) of the issued and outstanding common stock of the Company, and (d) the Company will retain a securities counsel as specified by the investor. Pursuant to this agreement, the President of this investor was appointed a director of the Company. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Liquidity and Capital Resources At September 30, 2002, the Company had a cash balance of $59,270, which represents a $42,325 increase from the $16,945 balance at December 31, 2001. This $46,627 increase arises from cash provided by financing activities of $58,000, net of cash used in operations of $15,675. The Company's working capital position at September 30, 2002, was $55,054 as compared to its position at December 31, 2001, of $9,117. The focus of the Company's efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate the Company. The Company has considered various business alternatives including the possible acquisition of an existing business, but to date has found possible opportunities unsuitable or excessively priced. The Company does not contemplate limiting the scope of its search to any particular industry. Management has considered the risk of possible opportunities as well as their potential rewards. Management has invested time evaluating several proposals for possible acquisition or combination, however, none of these opportunities were pursued. The Company presently owns no real property and at this time has no intention of acquiring any such property. Results of Operations Three and Six Months Ended September 30, 2002, compared to Three and Six Months Ended September 30, 2001 Net income (loss) Net loss for the three and six months ended September 30, 2002, were $2,196 and $12,063, respectively, compared with $2,999 and $9,400, respectively, for the comparable periods in 2001. The decrease in net loss of $803 for the three months ended September 30, 2002, compared to the same period in 2001 was primarily due top increased interest income earned on significantly higher cash balances. The increased loss of $2,663 for the nine months ended September 30, 2002, compared to the comparable period in 2001 was due to increased fees to meet public filing requirements (see general and administrative expense). Item 3. Controls and Procedures Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this quarterly report. Based on that evaluation, they have concluded that our current disclosure controls and procedures are effective in providing the material information required to be disclosed in the reports we file or submit under the Exchange Act. Changes in Internal Controls. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation. 8 BAYNON INTERNATIONAL CORPORATION PART II. Other Information Item 1. Legal Proceedings Not Applicable. Item 2. Change in Securities and Use of Proceeds Not Applicable. Item 3. Defaults Upon Senior Securities Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders Not Applicable. Item 5. Other Information Not Applicable. Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K - None 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. BAYNON INTERNATIONAL CORPORATION Registrant Date: November 14, 2002 By: /s/ Pasquale Catizone ------------------------------------------ Pasquale Catizone, President and Chairman (on behalf of the registrant) 9 EX-99 3 ed991.txt EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF BAYNON INTERNATIONAL, INC. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Pasquale Catizone, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Baynon International, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Pasquale Catizone ---------------------------------------- Pasquale Catizone President (Principal Executive Officer) 10 CERTIFICATION OF CHIEF FINANCIAL OFFICER OF BAYNON INTERNATIONAL, INC. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Daniel Generelli, Pasquale Catizone, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Baynon International, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Daniel Generelli ---------------------------------------- Daniel Generelli Chief Financial Officer (Principal Financial Officer) 11 EX-99 4 ed992.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baynon International Corporation on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Pasquale Catizone, President (principal executive officer) and Daniel Generelli, Chief Financial Officer (principal financial officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Pasquale Catizone ------------------------------------------------- Pasquale Catizone President (Principal Executive Officer) /s/ Daniel Generelli ------------------------------------------------- Daniel Generelli Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----