-----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, PkLw9Wi6CKNl38aC94n8DT7YYnDpW4PIagnP68F7ymPGmjehmYNTlAkjfCAN1xsT UwtVFWvXD4gMwRiQlQ73xQ== 0001010924-03-000235.txt : 20031106 0001010924-03-000235.hdr.sgml : 20031106 20031106144245 ACCESSION NUMBER: 0001010924-03-000235 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031106 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: 03982039 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 edq303.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, 2003 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 November 5, 2003:17,532,692 BAYNON INTERNATIONAL CORPORATION Index Page No. Part I Financial Information Item 1 Financial Statements: Balance Sheets - September 30, 2003, and December 31, 2002 3 Statements of Operations - For the Three and Nine Months Ended September 30, 2003 and 2002 4 Statements of Cash Flows - For the Nine Months Ended September 30, 2003 and 2002 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 9 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 BAYNON INTERNATIONAL CORPORATION BALANCE SHEETS
September 30, December 31, ASSETS 2003 2002 - ------ --------------- --------------- (Unaudited) (Audited) Current Assets: Cash and cash equivalents $ 46,394 $ 59,400 --------------- --------------- Total Current Assets 46,394 59,400 --------------- --------------- Total Assets $ 46,394 $ 59,400 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 4,001 $ 9,476 --------------- --------------- Total Current Liabilities 4,001 9,476 --------------- --------------- Total Liabilities 4,001 9,476 --------------- --------------- Stockholders' Equity: Common stock, $.001 par value, 50,000,000 shares authorized, 17,532,692 shares issued and outstanding at September 30, 2003 and December 31, 2002 17,533 17,533 Additional paid-in capital 104,000 104,000 Retained earnings (deficit) (79,140) (71,609) --------------- --------------- Total Stockholders' Equity 42,393 49,924 --------------- --------------- Total Liabilities and Stockholders' Equity $ 46,394 $ 59,400 =============== ===============
- -------------------- 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, 2003 2002 2003 2002 -------------- -------------- -------------- -------------- Revenues $ - $ - $ - $ - Cost of Revenues - - - - -------------- -------------- -------------- -------------- Gross Profit - - - - -------------- -------------- -------------- -------------- Other Costs: General and administrative expenses 1,691 2,842 8,279 13,818 -------------- -------------- -------------- -------------- Total Other Costs 1,691 2,842 8,279 13,818 Other Income and Expense: Interest income 175 646 748 1,755 -------------- -------------- -------------- -------------- Net Loss before Income Taxes (1,516) (2,196) (7,531) (12,063) Income Taxes - - - - -------------- -------------- -------------- -------------- Net Loss $ (1,516) $ (2,196) $ (7,531) $ (12,063) ============== ============== ============== ============== Earnings (Loss) Per Share: Basic and diluted earnings (loss) per common share $ - $ - $ - $ - ============== ============== ============== ============== Basic and diluted common shares outstanding 17,532,692 17,532,692 17,532,692 16,614,173 ============== ============== ============== ==============
- -------------------- 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, 2003 2002 ------------ ------------- Cash Flows from Operating Activities: Net loss $ (7,531) $ (12,063) Adjustments to reconcile net loss to net cash used in operating activities: Decrease in accounts payable and accrued expenses (5,475) (3,612) ------------ ------------- Net cash used in operating activities (13,006) (15,675) ------------ ------------- 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 (13,006) 42,325 Cash and Cash Equivalents, beginning of period 59,400 16,945 ------------ ------------- Cash and Cash Equivalents, end of period $ 46,394 $ 59,270 ============ ============= 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 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 The Company computes earnings or loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. 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, which includes convertible debentures, stock options and warrants. 2. INTERIM PRESENTATION The December 31, 2002 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, 2003 its results of operations for the three months and nine months ended September 30, 2003 and 2002, and its cash flows for the nine months ended September 30, 2003 and 2002. The statements of operations for the three months and nine months ended September 30, 2003 and 2002 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, 2002. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates The following "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as disclosures included elsewhere in this Form 10-QSB, are based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. On an on-going basis, we evaluate the estimates used, including those related to impairments of tangible and intangible assets, income taxes, accruals, and contingencies. We base our estimates on historical experience, current conditions and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources as well as identifying and assessing our accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Liquidity and Capital Resources At September 30, 2003, the Company had a cash balance of $46,394 which represents a $13,006 decrease from the $59,400 balance at December 31, 2002. This $13,006 decrease was the result of cash used in operations. The Company's working capital position at September 30, 2003, was $42,393 as compared to its position at December 31, 2002, of $49,924. 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 Months Ended September 30, 2003, compared to Three Months Ended September 30, 2002 Net income (loss) Net loss for the three months ended September 30, 2003, was $1,516 compared with $2,196 for the comparable period in 2002. The decrease in net loss of $680 for the three months ended September 30, 2003, compared to the same period in 2002 was primarily due to complete lack of operations and no transactions related to common stock. Nine Months Ended September 30, 2003, compared to Nine Months Ended September 30, 2002 Net income (loss) Net loss for the nine months ended September 30, 2003 was $7,531 compared with $12,063 for the comparable period in 2002. The decrease in net loss of $4,532 for the nine months ended September 30, 2003 compared to the same period in 2002 was primarily due to the lack of issuances of common stock in private placements in 2003 and the related expenses for required filings. Such activity occurred during this period in 2002. 7 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. PART II. Other Information Item 1. Legal Proceedings - None. 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 - None. Item 5. Other Information - Not Applicable. Item 6. Exhibits and Reports on Form 8-K (a) Reports on Form 8-K - None (b) Exhibits 31.1 Certification of Pasquale Catizone 31.2 Certification of Daniel Generelli 32 Certification Under Section 906 of Sarbanes-Oxley Act of 2002 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 5, 2003 By: /s/ Pasquale Catizone ------------------------------------------------ Pasquale Catizone, President and Chairman (on behalf of the registrant) 8 EX-31 3 edex31-1.txt EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF BAYNON INTERNATIONAL CORPORATION. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 I, Pasquale Catizone, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Baynon International, Corp..; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 5, 2003 /s/ Pasquale Catizone Pasquale Catizone, President (Principal Executive Officer EX-31 4 edex31-2.txt EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER OF BAYNON INTERNATIONAL CORPORATION. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 I, Daniel Generelli, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Baynon International, Corp.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 5, 2003 /s/ Daniel Generelli Daniel Generelli Chief Financial Officer (Principal Financial Officer) EX-32 5 edex32.txt EXHIBIT 32 EXHIBIT 32 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 June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, 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-----