SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 1 TO
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended September 30, 2011
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from _________ to________
Commission File Number 0-4006
Baynon International Corp.
(Exact name of Registrant in its charter)
Nevada 88-0285718
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
266 Cedar Street, Cedar Grove, New Jersey 07009
----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, Including Area Code: (973) 239-2952
Indicate by check mark whether the issuer (1) 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
Accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
The number of outstanding shares of the registrant's common stock, November 1, 2011: Common Stock 29,772,192
Explanatory Note
This Amendment 1 to the Form 10-Q for the quarter ended September 30, 2011 of the registrant, originally filed with the Securities and Exchange Commission on October 31, 2011 amends the original Form 10-Q in the manner described below.
Amendment 1 is being filed solely to attach the XBRL exhibits.
Pursuant to SEC rules, we have included currently-dated certifications from our chief executive officer and our chief financial officer as required by Sections 302 and 906 of the 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.
Dated: November 1, 2011
BAYNON INTERNATIONAL CORP.
By: /s/ Pasquale Catizone
---------------------------
Pasquale Catizone, Principal Executive Officer
By: /s/ Daniel Generelli
---------------------------
Daniel Generelli, Principal Financial Officer
Exhibits
Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
All above mentioned exhibits filed herewith
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
2
302 CERTIFICATION
I, Pasquale Catizone, certify that:
1. I have reviewed this amended quarterly report on Form 10-Q 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 officers 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 controls 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 my 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrant's other certifying officers 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 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 controls over financial reporting.
Date: November 1, 2011 /s/Pasquale Catizone
----------------------------
Pasquale Catizone
President/Chief Executive Officer
302 CERTIFICATION
I, Daniel Generelli, certify that:
1. I have reviewed this amended quarterly report on Form 10-Q 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 officers 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 controls 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 my 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrant's other certifying officers 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 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 controls over financial reporting.
Date: November 1, 2011 /s/Daniel Generelli
----------------------------
Daniel Generelli, CFO
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 amended Quarterly Report of Baynon International Corp. (the "Company") on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Pasquale Catizone, Chief Executive 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
Chief Executive Officer
November 1, 2011
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 amended Quarterly Report of Baynon International Corp. (the "Company") on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel Generelli, Chief Executive 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/Daniel Generelli
-----------------------------
Daniel Generelli
Chief Financial Officer
November 1, 2011
BALANCE SHEETS (Parentheticals) (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
---|---|---|
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 29,772,192 | 25,860,192 |
Common stock, shares outstanding | 29,772,192 | 25,860,192 |
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | |
Revenues | ||||
Cost of revenue | ||||
Gross Profit | ||||
Other Costs: | ||||
General and administrative expenses | 3,142 | 2,768 | 10,943 | 7,695 |
Total Other Costs | 3,142 | 2,768 | 10,943 | 7,695 |
Operating loss | (3,142) | (2,768) | (10,943) | (7,695) |
Other Income (Expense): | ||||
Interest income | 3 | 10 | 10 | 15 |
Interest expense - stockholders | (429) | (429) | (1,768) | (1,024) |
Total Other Income (Expense) | (426) | (419) | (1,758) | (1,009) |
Net Loss | $ (3,568) | $ (3,187) | $ (12,701) | $ (8,704) |
Loss per share: | ||||
Basic and diluted loss per common share (in dollars per share) | ||||
Basic and diluted common shares outstanding (in shares) | 27,300,713 | 25,860,192 | 26,345,643 | 25,860,192 |
Document and Entity Information | 9 Months Ended | |
---|---|---|
Sep. 30, 2011 | Oct. 21, 2011 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BAYNON INTERNATIONAL CORP | |
Entity Central Index Key | 0001089598 | |
Trading Symbol | bynn | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,772,192 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2011 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q3 |
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CONVERTIBLE NOTES PAYALE - STOCKHOLDER | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Convertible Notes Payale [Abstract] | |
CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS
On September 1, 2009, the Company issued an unsecured note payable to a stockholder in exchange for $20,000 in cash, for the Company’s working capital needs. The note bored interest at 6% per annum and matured on September 1, 2010. The stockholder had the option to convert the note and accrued interest into the Company’s common stock at $.01 per share. On September 1, 2010, the note was extended (renewed) to September 1, 2011, with the same terms as the original note with the exception of the option to convert changed to $.0125 per share. The option was exercised on September 1, 2011 and 1,792,000 shares of common stock were issued in satisfaction of the note and accrued interest.
On August 23, 2010, the Company issued an unsecured note payable to a stockholder in exchange for $25,000 in cash, for the Company’s working capital needs. The note bored interest at 6% per annum, and matured on August 23, 2011. The stockholder had the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share. The option was exercised on August 23, 2011 and 2,120,000 shares of common stock were issued in satisfaction of the note and accrued interest.
At September 30, 2011 and December 31, 2010, accrued interest on the notes was $-0- and $2,132, respectively. Interest expense amounted to $429 for both the three months ended September 30, 2011 and 2010 and $1,768 and $1,024 for the nine months ended September 30, 2011 and 2010, respectively. |
THE COMPANY | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Nature Of Operations [Abstract] | |
THE COMPANY | 1. THE COMPANY
Baynon International Corp. formerly known as Technology Associates Corporation (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 eight fiscal 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 wish to contribute assets to the Company rather than merge.
No assurance 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. |
SUBSEQUENT EVENTS | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 4. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date that the financial were issued.
|
STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | |
Cash flows from Operating Activities: | ||
Net loss | $ (12,701) | $ (8,704) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Increase in accounts payable and accrued expenses | 5,874 | 2,960 |
Increase (decrease) in accrued interest - stockholders | 1,768 | 1,024 |
Net cash used in operating activitiesCash flows from Financing Activities: Proceeds from note payable - stockholder | (5,059) | (4,720) |
Cash flows from Financing Activities: | ||
Proceeds from note payable - stockholder | 25,000 | |
Decrease (increase) in Cash and Cash Equivalents | (5,059) | 20,280 |
Cash and Cash Equivalents, beginning of period | 7,890 | 4,631 |
Cash and Cash Equivalents, end of period | 2,831 | 24,911 |
Cash paid during the period for: | ||
Income taxes | 500 | 500 |
Interest | ||
Schedule of Non-cash Activities: | ||
Common stock issued for notes payable - stockholder | 45,000 | |
Common stock issued for accrued interest - stockholder | $ 3,900 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | ||||||||||||||||
Basis Of Presentation and Significant Accounting Policies [Abstract] | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Presentation The December 31, 2010 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, 2011, its results of operations for the nine months ended September 30, 2011 and 2010 and its cash flows for the nine months ended September 30, 2011 and 2010.
The statements of operations for the nine months ended September 30, 2011 and 2010 are not necessarily indicative of the 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-K for the year ended December 31, 2010.
Loss Per Share The Company computes loss per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. 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. The following securities have been excluded from the calculation of loss per share for the nine months ended September 30, 2011 and 2010 as their effect would be anti-dilutive:
Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred continuing operating losses and has an accumulated deficit of $270,800 at September 30, 2011. The Company has no revenue generating operations and has limited cash resources. These factors raise substantial doubt about the ability of the Company to continue as a going concern.
Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations through September 30, 2012 by obtaining additional financing from key officers, directors and certain investors. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable, notes payable, and accrued expenses approximate fair value based on the short-term maturity of those instruments.
Recently Issued Accounting Standards Management does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
|
BALANCE SHEETS (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
---|---|---|
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,831 | $ 7,890 |
TOTAL CURRENT ASSETS | 2,831 | 7,890 |
TOTAL ASSETS | 2,831 | 7,890 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 19,923 | 14,049 |
Convertible notes payable - stockholders | 45,000 | |
Accrued interest - stockholders | 2,132 | |
TOTAL CURRENT LIABILITIES | 19,923 | 61,181 |
STOCKHOLDERS' DEFICIENCY: | ||
Common stock, par value $.001, authorized 50,000,000 shares , 29,772,192 shares issued and outstanding September 30, 2011 and 25,860,192 shares issued and outstanding at December 31, 2010. | 29,772 | 25,860 |
Additional paid-in capital | 223,936 | 178,948 |
Accumulated deficit | (270,800) | (258,099) |
TOTAL STOCKHOLDERS' DEFICIENCY | (17,092) | (53,291) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 2,831 | $ 7,890 |