<PAGE>
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, 1999
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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
266 Cedar Street, Cedar Grove 07009
----------------------------- -----
(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 __ No _X_
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 November, 1999
----- -----------------------------
Common Stock, $.001 par value 9,532,692
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BAYNON INTERNATIONAL CORPORATION
--------------------------------
Index Page No.
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Part I Financial Information
Item 1 Financial Statements:
Balance Sheets - September 30, 1999 and December 31, 1998 .......3
Statements of Operations - For the Three and Nine Months
Ended September 30, 1999 and 1998 ...............................4
Statements of Cash Flows - For the Nine Months Ended
September 30, 1999 and 1998 .....................................5
Notes to Financial Statements ...................................6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations .............................7
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
Exhibit 27.1: Financial Data Schedule ........................E-1
2
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BAYNON INTERNATIONAL CORPORATION
Balance Sheets
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
(Unaudited) (Audited)
ASSETS
Current Assets:
<S> <C> <C>
Cash and cash equivalents $48,151 $50,892
------- -------
Total Current Assets 48,151 50,892
------ -------
Total Assets $48,151 $50,892
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 2,500 $ 1,215
------- -------
Total Current Liabilities $ 2,500 $ 1,215
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Total Liabilities $ 2,500 $ 1,215
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Stockholders' Equity:
Common stock, $.001 par value, 50,000,000 Shares authorized, 9,532,692
shares issued and Outstanding at December 31, 1998 and 9,532,692
At September 30, 1999 9,533 9,533
Additional paid-in-capital 44,000 44,000
Retained earnings (deficit) (7,882) (3,856)
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Total Stockholders' Equity 45,651 49,677
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Total Liabilities and Stockholders' Equity $ 48,151 $ 50,892
======== ========
</TABLE>
3
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BAYNON INTERNATIONAL CORPORATION
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Cost of Revenues - - - -
---------- ---------- --------- ---------
Gross Profit - - - -
Other Costs:
General and administrative expenses
2,192 - 6,101 -
---------- - ----- -
Total Other Costs 2,192 - 6,101
Other Income and Expense:
Interest income 684 475 2,075 475
---------- --- ----- ---
Net Income (Loss) before Income Taxes (1,508) 475 (4,026) 475
Income Taxes - - - -
---------- -------- --------- -------
Net Income (Loss) $ (1,508) $ 475 $ (4,026) $ 475
========== ======== ========= =======
Earnings (Loss) Per Share:
Basic Earnings (loss) per common share $ (.00) $ .00 $ (.00) $ .00
========== ======== ========= =======
Diluted Earnings (loss) per common share $ (.00) $ .00 $ (.00) $ .00
========== ======== ========= =======
Basic Common shares outstanding 9,532,692 9,532,692 9,532,692 9,532,692
Diluted Common shares outstanding 9,532,692 9,532,692 9,532,692 9,532,692
</TABLE>
4
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BAYNON INTERNATIONAL CORPORATION
Statements of Cash Flows
For the Nine Months Ended September 30,
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ (4,026) $ 475
Adjustments to reconcile net income (loss) to net cash
Provided by (used in) operating activities:
Increase in accounts payable and accrued expenses 1,285 475
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Net cash provided by (used in) Operating activities (2,741) -
--------- --------
Cash Flows from Financing Activities:
Issuance of common stock - 50,000
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Net cash provided by financing activities - 50,000
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Net Increase (Decrease) in Cash and Cash Equivalents (2,741) 50,475
Cash and Cash Equivalents, beginning of period 50,892 -
--------- --------
Cash and Cash Equivalents, end of period $ 48,151 $ 50,475
========= ========
</TABLE>
5
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BAYNON INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 1999 and 1998
(Unaudited)
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 operations to date.
2. The December 31, 1998 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, 1999
and the statements of operations for the three and nine months ended
September 30, 1999 and 1998 and the statements of cash flows for the nine
months ended September 30, 1999 and 1998.
The statements of operations for the three and nine months ended
September 30, 1999 and 1998 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 Registration Statement on Form 10-SB.
3. Earnings per share are based on the weighted average number of common shares
outstanding including common stock equivalents.
6
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BAYNON INTERNATIONAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
At March 31, 1999, the Company had a cash balance of $48,151, which
represents a $2,741 decrease from the $50,892 balance at December 31, 1998. This
$2,741 decrease results entirely from cash used in operations. The Company's
working capital position at September 30, 1999 was $45,651 as compared to a
December 31, 1998 balance of $49,677.
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 expects no adverse impact from the Year 2000 computer issue. 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, 1999 compared to Three Months Ended
September 30, 1998
Net income (loss)
The Company recorded a loss of $1,508 in the current three-month period
verses income of $475 in the prior year period. Interest income increased $209
to $684 primarily due to the funds being invested for a three month versus a two
month period of time. General and administrative expenses of $2,192 compared to
none in the prior year period. The increase of $2,192 was due primarily to costs
and fees incurred in connection with the Company's filing of a Form 10-SB with
the United States Securities and Exchange Commission.
During the current and prior year quarter the Company had not recorded
an income tax provision/benefit due to its tax carryforward position at that
time.
Results of Operations
Nine Months Ended September 30, 1999
Net income (loss)
The Company recorded a net loss of $6,101 in the current nine-month
period versus income of $475 in the prior year period. Interest income increase
$1,600 to $2,075 primarily due to funds invested for nine months versus two
months. General and administrative expenses of $6,101 were $6,101 higher than
the prior year period of $0. The increase of $6,101 was due primarily to costs
and fees incurred by the Company in connection with filing its Form 10-SB and
becoming a reporting company.
7
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During the current and prior year period the Company had not recorded
an income tax provision/benefit due to [its tax carryforward position at that
time].
8
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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
(a) Exhibits: See Financial Data Schedule, attached hereto
as Exhibit 27.1
(b) Reports on Form 8-K - None
9
<PAGE>
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 15, 1999 By:/s/ Pasquale Catizone
-----------------------------
Pasquale Catizone, Chairman
(on behalf of the registrant)
10
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 48
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 48
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 48
<CURRENT-LIABILITIES> 2
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 36
<TOTAL-LIABILITY-AND-EQUITY> 48
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2
<INCOME-PRETAX> (4)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
