10QSB 1 b314464_10qsb.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, 2001 ------------------ 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 (Zip Code) offices) (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 Outstanding at September 30, 2001 ----- --------------------------------- Common Stock, $.001 par value 10,532,692 BAYNON INTERNATIONAL CORPORATION
Index Page No. ----- -------- Part I Financial Information Item 1 Financial Statements: Balance Sheets - September 30, 2001 and December 31, 2000 3 Statements of Operations - For the Three Months and Nine Months Ended September 30, 2001 and 2000 4 Statements of Cash Flows - For the Nine Months Ended September 30, 2001 and 2000 5 Notes to Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of 7 Operations Part II Other Information Item 1 Legal Proceedings 8 Item 2 Changes in Securities and Use of Proceeds 8 Item 3 Defaults Upon Senior Securities 8 Item 4 Submission of Matters to a Vote of Security Holders 8 Item 5 Other Information 8 Item 6 Exhibits and Reports on Form 8-K 8
2 BAYNON INTERNATIONAL CORPORATION BALANCE SHEETS
September 30, December 31, ASSETS 2001 2000 ------ ---------------- ----------------- (Unaudited) (Audited) Current Assets: Cash and cash equivalents $ 21,493 $ 42,208 ---------------- ----------------- Total Current Assets 21,493 42,208 ---------------- ----------------- Total Assets $ 21,493 $ 42,208 ================ ================= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities: Accounts payable and accrued expenses $ 2,485 $ 13,800 ---------------- ----------------- Total Current Liabilities 2,485 13,800 ---------------- ----------------- Total Liabilities 2,485 13,800 ---------------- ----------------- Stockholders' Equity: Common stock, $.001 par value, 50,000,000 shares authorized, 10,532,692 shares issued and outstanding at September 30, 2001 and December 31, 2000 10,533 10,533 Additional paid-in capital 53,000 53,000 Retained earnings (deficit) (44,525) (35,125) ---------------- ----------------- Total Stockholders' Equity 19,008 28,408 ---------------- ----------------- Total Liabilities and Stockholders' Equity $ 21,493 $ 42,208 ================ =================
-------------------- See accompanying notes to 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, 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Revenues $ -- $ -- $ -- $ -- Cost of Revenues -- -- -- -- ------------ ------------ ------------ ------------ Gross Profit -- -- -- -- Other Costs: General and administrative expenses 3,265 5,907 10,471 13,701 ------------ ------------ ------------ ------------ Total Other Costs 3,265 5,907 10,471 13,701 Other Income and Expense: Interest income 266 590 1,071 1,966 ------------ ------------ ------------ ------------ Net Income (Loss) before Income Taxes (2,999) (5,317) (9,400) (11,735) Income Taxes -- -- -- -- ------------ ------------ ------------ ------------ Net Loss $ (2,999) $ (5,317) $ (9,400) $ (11,735) ============ ============ ============ ============ 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 10,532,692 10,532,692 10,532,692 10,532,692 ============ ============ ============ ============
4 BAYNON INTERNATIONAL CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2001 2000 -------- -------- Cash Flows from Operating Activities: Net loss $ (9,400) $(11,735) Adjustments to reconcile net loss to net cash used in operating activities: Decrease in accounts payable and accrued expenses (11,315) (105) -------- -------- Net Cash Used in Operating Activities (20,715) (11,840) -------- -------- Net Decrease in Cash and Cash Equivalents (20,715) (11,840) Cash and Cash Equivalents, beginning of period 42,208 53,475 -------- -------- Cash and Cash Equivalents, end of period $ 21,493 $ 41,635 ======== ======== Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ -- $ -- ======== ======== Taxes $ -- $ -- ======== ======== -------------------- See accompanying notes to these financial statements. 5 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS September 30, 2001 1. 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 current operations. 2. The December 31, 2000 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 adjustments necessary to present fairly the financial position as of September 30, 2001, the results of operations for the three months and nine months ended September 30, 2001 and 2000 and cash flows for the nine months ended September 30, 2001 and 2000. The statements of operations for the three months and nine months ended September 30, 2001 and 2000 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, 2000. 3. Earnings (loss) per share are based on the weighted average number of common shares outstanding including common stock equivalents. 6 BAYNON INTERNATIONAL CORPORATION 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, 2001, the Company had a cash balance of $21,493, which represents a $20,715 decrease from the $42,208 balance at December 31, 2000. This $20,715 decrease results entirely from cash used in operations. The Company's working capital position at September 30, 2001 was $19,008 as compared to a December 31, 2000 balance of $28,408. 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, 2001 compared to Three Months Ended September 30, 2000 Net income (loss) The Company incurred a loss of $2,999 in the current quarterly period, which represents a $2,318 decrease in Net Loss compared to the prior year period. Interest income decreased by $324 to $266 primarily due to lower interest rates and a reduced amount of invested cash. General and administrative expenses of $3,265 were incurred in the current quarterly period compared to $5,907 in the prior year period. The decrease of $2,642 was due primarily to a decrease in professional fees incurred in the current quarterly period. Nine Months Ended September 30, 2001 compared to Nine Months Ended September 30, 2000 Net income (loss) The Company incurred a loss of $9,400 in the current nine-month period, which represents a $2,335 decrease in Net Loss compared to the prior year period. Interest income decreased by $895 to $1,071 primarily due to lower interest rates and a reduced amount of invested cash. General and administrative expenses of $10,471 were incurred in the current nine-month period compared to $13,701 in the prior year period. The decrease of $3,230 was due primarily to a decrease in professional fees incurred in connection with filing requirements. 7 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 8 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: October 30, 2001 By: /s/ Pasquale Catizone ------------------------------------ Pasquale Catizone, Chairman (on behalf of the registrant) 9