-----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, NzQELyRtfdRjRcKf6TLpo7tohB5EsShfsiDddzinG74nya2mQogmaZ4w+sdMW9uT ZQTzRi3R9KMwtvYSqS8b9Q== 0001019056-05-001100.txt : 20051102 0001019056-05-001100.hdr.sgml : 20051102 20051102100847 ACCESSION NUMBER: 0001019056-05-001100 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051102 DATE AS OF CHANGE: 20051102 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: 051171770 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 baynon_qsb.txt FORM 10QSB FORM 10-QSB UNITED STATES 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, 2005 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) Check 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 October 31, 2005: 17,532,692 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [_] No BAYNON INTERNATIONAL CORPORATION Index Page No. Part I Financial Information Item 1 Financial Statements: Balance Sheets - September 30, 2005 (Unaudited) and December 31, 2004 (audited) 3 Unaudited Statements of Operations - For the Nine and Three Months Ended September 30, 2005 and 2004 4 Unaudited Statements of Cash Flows - For the Nine Months Ended September 30, 2005 and 2004 5 Notes to Financial Statements 6 Item 2 Management's Discussion and Analysis or Plan of Operation 7 Item 3 Controls and Procedures 8 Part II Other Information Item 6 Exhibits and Reports on Form 8-K 8 2 BAYNON INTERNATIONAL CORP. BALANCES SHEETS
SEPTEMBER 30, DECEMBER 31, 2005 2004 ------------- ------------- (UNAUDITED) (AUDITED) ASSETS Current Assets: Cash and cash equivalents $ 7,056 $ 16,364 ------------- ------------- Total Current Assets 7,056 16,364 ------------- ------------- Total Assets $ 7,056 $ 16,364 ============= ============= LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY) Current Liabilities: Accounts payable and accrued expenses $ 18,975 $ 4,600 ------------- ------------- Total Current Liabilities 18,975 4,600 ------------- ------------- Total Liabilities 18,975 4,600 ------------- ------------- Stockholders' Equity (Deficiency): Common stock, $.001 par value, 50,000,000 shares authorized, 17,532,692 shares issued and outstanding at September 30, 2005 and December 31, 2004 17,533 17,533 Additional paid-in capital 104,000 104,000 Accumulated Deficit (133,452) (109,769) ------------- ------------- Total Stockholders' Equity (Deficiency) (11,919) 11,764 ------------- ------------- Total Liabilities and Stockholders' Equity (Deficiency) $ 7,056 $ 16,364 ============= =============
The accompanying notes are an integral part of these financial statements. 3 BAYNON INTERNATIONAL CORP. STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ------------------------------- 2005 2004 2005 2004 ---- ---- ---- ---- Revenues $ - $ - $ - $ - Cost of Revenue - - - - ------------ ------------ ------------ ------------ Gross Profit - - - - ------------ ------------ ------------ ------------ Other Costs: General and administrative expenses 6,676 2,799 23,807 23,409 ------------ ------------ ------------ ------------ Operating loss (6,676) (2,799) (23,807) (23,409) Other Income: Interest income 30 63 124 262 ------------ ------------ ------------ ------------ Net Loss $ (6,646) $ (2,736) $ (23,683) $ (23,147) ============ ============ ============ ============ Earnings (Loss) Per Share: Basic and diluted earnings (loss) per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ Basic and diluted common shares outstanding 17,532,692 17,532,692 17,532,692 17,532,692 ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 4 BAYNON INTERNATIONAL CORP. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)
2005 2004 ---- ---- Cash Flows from Operating Activities: Net loss $ (23,683) $ (23,147) Adjustments to reconcile net loss to net cash used in operating activities: Increase in accounts payable and accrued expenses 14,375 509 ---------- ---------- Net cash used in operating activities (9,308) (22,638) ---------- ---------- Cash Flows from Investing Activities - - ---------- ---------- Cash Flows from Financing Activities - - ---------- ---------- Net Decrease in Cash and Cash Equivalents (9,308) (22,638) Cash and Cash Equivalents, beginning of period 16,364 44,517 ---------- ---------- Cash and Cash Equivalents, end of period $ 7,056 $ 21,879 ========== ========== Supplemental Disclosures of Cash Flow Information: Cash paid during year for: Interest $ - $ - ========== ========== Taxes $ - $ - ========== ==========
The accompanying notes are an integral part of these financial statements. 5 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2005 1. THE COMPANY AND SUMMARRY 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 three 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. Earning (Loss) Per Share The Company computes earnings or loss per share in accordance with Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earning Per Share". Basic earnings per share is computed by diving 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, 2004 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, 2005, its results of operations for the three and nine months ended September 30, 2005 and 2004 and its cash flows for the nine months ended September 30, 2005 and 2004. The statements of operations for the nine months ended September 30, 2005 and 2004 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-KSB for the year ended December 31, 2004. 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, 2005, the Company had a cash balance of $7,056 which represents a $9,308 decrease from the $16,364 balance at December 31, 2004. The decrease was the result of cash used in operations. The Company's working capital position at September 30, 2005 was a deficit of ($11,919) as compared to its position at December 31, 2004 of $11,764. We believe that our existing cash will be sufficient to fund our operations through December 2005. Any cash shortfalls that might arise will be funded by the officers and management of the Company as needed. 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 Nine Months Ended September 30, 2005 compared to September 30, 2004 Net loss Net loss for the nine months ended September 30, 2005 was $23,683 compared with $23,147 for the comparable period in 2004. The increase in the net loss was $536. Professional fees incurred in the amount of $23,182 in 2005 and $22,825 in 2004 were necessary to remain a reporting company. 7 Three Months Ended September 30, 2005 compared to September 30, 2004 Net loss Net loss for the three months ended September 30, 2005 was $6,676 compared with $2,736 for the comparable period in 2004. The increase in the net loss of $3,910 was primarily due to professional fees incurred that were necessary to remain a reporting company. 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 the end of the period covered by 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. While our disclosure controls and procedures provide reasonable assurance that the appropriate information will be available on a timely basis, this assurance is subject to limitations inherent in any control system, no matter how well designed and administered. 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 6. Exhibits (a) Exhibits 31.1 Certification of Pasquale Catizone 31.2 Certification of Daniel Generelli 32.1 Certification Under Section 906 of Sarbanes-Oxley Act of 2002 32.2 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 1, 2005 By: /s/ PASQUALE CATIZONE ----------------------------------------- Pasquale Catizone, President and Chairman (on behalf of the registrant) 8 EX-31.1 2 ex31_1.txt EXHIBIT 31.1 CERTIFICATION EXHIBIT 31.1 I, Pasquale Catizone, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Baynon International Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 we 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 annual 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 annual report (the "Evaluation Date"); and c) presented in this annual 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, base 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. Date: November 1, 2005 /s/ PASQUALE CATIZONE - ------------------------------------- Pasquale Catizone President (Principal Executive Officer) 9 EX-31.2 3 ex31_2.txt EXHIBIT 31.2 CERTIFICATION EXHIBIT 31.2 I, Daniel Generelli, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Baynon International Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 we 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 annual 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 annual report (the "Evaluation Date"); and c) presented in this annual 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, base 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. Date: November 1, 2005 /s/ DANIEL GENERELLI - ------------------------------------- Daniel Generelli Treasurer (Principal Financial Officer) 10 EX-32.1 4 ex32_1.txt EXHIBIT 32.1 EXHIBIT 32.1 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 quarter ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Pasquale Catizone, President of the Company, certifies, 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) 11 EX-32.2 5 ex32_2.txt EXHIBIT 32.2 EXHIBIT 32.2 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 Annual Report of Baynon International Corporation on Form 10-QSB for the quarter ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Daniel Generelli, Treasurer of the Company, certifies, 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 Treasurer (Principal Financial Officer) 12 -----END PRIVACY-ENHANCED MESSAGE-----