-----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, DbDLCnmKEJZ0kHkLKXqs2Al4QztHCrH9hHD2cqvUfjYUPXfeeIPVPNK1TKiNB3mC LzGG1Uci5CwWGtSsOwkKcA== 0001019056-06-000502.txt : 20060508 0001019056-06-000502.hdr.sgml : 20060508 20060508091246 ACCESSION NUMBER: 0001019056-06-000502 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060508 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: 06814897 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_10qsb.txt FORM 10-QSB 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 March 31, 2006 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 May 3, 2006: 19,032,692 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 - March 31, 2006 (Unaudited) and December 31, 2005 (audited) 3 Unaudited Statements of Operations - For the Three Months Ended March 31 2006 and 2005 4 Unaudited Statements of Cash Flows - For the Three Months Ended March 31, 2006 and 2005 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. BALANCE SHEETS
MARCH 31, DECEMBER 31, 2006 2005 ------------ ------------ (UNAUDITED) (AUDITED) ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 11,875 $ 16,805 ------------ ------------ Total Current Assets 11,875 16,805 ------------ ------------ Total Assets $ 11,875 $ 16,805 ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY) Current Liabilities: Accounts payable and accrued expenses $ 15,489 $ 13,381 ------------ ------------ Total Current Liabilities 15,489 13,381 ------------ ------------ Total Liabilities 15,489 13,381 ------------ ------------ Stockholders' Equity: Common stock, $.001 par value, 50,000,000 shares authorized, 19,032,692 shares issued and outstanding at March 31, 2006 and December 31, 2005 19,033 19,033 Additional paid-in capital 117,500 117,500 Accumulated Deficit (140,147) (133,109) ------------ ------------ Total Stockholders' Equity (Deficiency) (3,614) 3,424 ------------ ------------ Total Liabilities and Stockholders' Equity (Deficiency) $ 11,875 $ 16,805 ============ ============
The accompanying notes are an integral part of these financial statements 3 BAYNON INTERNATIONAL CORP. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 2006 2005 ------------ ------------ Revenues $ -- $ -- Cost of Revenues -- -- ------------ ------------ Gross Profit -- -- ------------ ------------ Other Costs: General and administrative expenses 7,141 10,750 ------------ ------------ Total Other Cost 7,141 10,750 ------------ ------------ Operating Loss (7,141) (10,750) Other Income: Interest income 103 56 ------------ ------------ Net Loss $ (7,038) $ (10,694) ============ ============ Earnings (loss) per share: Basic and diluted earnings (loss) per share $ 0.00 $ 0.00 ============ ============ Basic and diluted weighted average common shares outstanding 19,032,692 17,532,692 ============ ============ The accompanying notes are an integral part of these financial statements 4 BAYNON INTERNATIONAL CORP. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)
2006 2005 ------------ ------------ Cash Flows from Operating activities: Net Loss $ (7,038) (10,694) Adjustments to reconcile net loss to net cash used in operating activities: Increase in accounts payable and accrued expenses 2,108 5,950 ------------ ------------ Net cash used in operating activities (4,930) (4,744) ------------ ------------ Cash Flows from Investing Activities -- -- ------------ ------------ Cash Flows from Financing Activities -- -- ------------ ------------ Decrease in Cash and Cash Equivalents (4,930) (4,744) Cash and Cash Equivalents, beginning of period 16,805 16,364 ------------ ------------ Cash and Cash Equivalents, end of period $ 11,875 $ 11,620 ============ ============ 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 MARCH 31, 2006 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. Earnings (Loss) Per Share The Company computes earnings or loss per share in accordance with Statement of Financial Accounting Standards No. 128 (SFAS 128), "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. 2. INTERIM PRESENTATION The December 31, 2005 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 March 31, 2006, its results of operations for the three months ended March 31, 2006 and 2005 and its cash flows for the three months ended March 31, 2006 and 2005. The statements of operations for the three months ended March 31, 2006 and 2005 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, 2005. 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 March 31, 2006, the Company had a cash balance of $11,875 which represents a $4,930 decrease from the $16,805 balance at December 31, 2005. The decrease was the result of cash used in operations. The Company's working capital position at March 31, 2006 was a deficit of ($3,614) as compared to its position at December 31, 2005 of $3,424. We believe that our existing cash will be sufficient to fund our operations through December 2006. 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 Three Months Ended March 31, 2006 compared to March 31, 2005 The Registrant incurred a net loss of $7,038 for the 2006 period versus a net loss of $10,694 for the 2005 period. Interest income increased $47 to $103 primarily due to higher cash balances. General and administrative expenses were $7,141 in the 2006 period compared to $10,750 in the 2005 period, a decrease of $3,609. General and administrative expenses were incurred primarily to enable the Registrant to satisfy the requirements of a reporting company. The expenses were lower in 2006 due to reduced legal expenses. 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 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 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: May 3, 2006 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: May 6, 2006 /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: May 6, 2006 /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 March 31, 2006, 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 March 31, 2006, 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-----