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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[ ] EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to ________________
Commission file No. 000-26653
BAYNON INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Nevada 88-02857182
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
266 Cedar Street, Cedar Grove, New Jersey 07009
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973)-239-2952
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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
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Check if there is no disclosure of delinquent filings pursuant to Item
405 of Regulation S-K contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X].
State the issuer's revenues for its most recent fiscal year: $ 0
The aggregate market value of the voting and non-voting common equity
of the registrant held by non-affiliates of the registrant as of March 1, 2000
was approximately $ 29,849(1).
As of March 1, 2000, the Registrant had 10,532,692 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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(1) As there has been no trading market for the Registrant's Common Stock for at
least the last two years, the per share value of $.01 was estimated based upon a
private placement by the Registrant.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Baynon International Corp. (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. 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. The Company has not engaged in any business operations for
at least the last three years. The Company is considered a blank check company
for purposes of this report. As defined in Section 7(b)(3) of the Securities Act
of 1933, as amended (the "Securities Act"), a "blank check" company is a
development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or an acquisition with
an unidentified company or companies and is issuing "penny stock" securities as
defined in Rule 3(a)(51) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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
may wish to contribute or sell assets to the Company rather than to merge. No
assurances can be given that the Company will be successful in identifying or
negotiating with any target company. The Company seeks to provide a method for a
foreign or domestic private company to become a reporting ("public") company
whose securities are qualified for trading in the United States secondary
market.
A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors. No assurances can be given that the
Company will be able to enter into a business combination, or, if the Company
does enter into such a business combination no assurances can be given as to the
terms of a business combination, or as to the nature of the target company.
The Company has not engaged in any business operations for at least the
last three years. The current and proposed business activities described herein
classify the Company as a blank check company. The Securities and Exchange
Commission and many states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its business plan
described herein.
Risk Factors
The Company's business is subject to numerous risk factors, including
the following:
No Operating History Or Revenue And Minimal Assets. The Company has had
no operating history nor any revenues or earnings from operations for at least
the last three years. The Company has no significant assets or financial
resources. The Company will, in all likelihood, incur operating expenses without
corresponding revenues, at least until the consummation of a business
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combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a target company. There can be no assurance that the Company
will be able to identify such a target company and consummate such a business
combination on acceptable terms or that it will derive any benefit from the net
operating loss.
Speculative Nature Of The Company's Proposed Operations. The success of
the Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of any identified target company.
While management intends to seek business combinations with entities having
established operating histories, there can be no assurance that the Company will
be able to identify a candidate satisfying such criteria. In the event the
Company completes a business combination, of which there can be no assurance,
the success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control.
Scarcity Of And Competition For Business Opportunities And
Combinations. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.
No Agreement For Business Combination Or Other Transaction--No
Standards For Business Combination. The Company has no current arrangement,
agreement or understanding with respect to engaging in a merger with or
acquisition of a specific business entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There can be no assurance that the Company will be
able to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target company opportunity to have achieved, or without which the
Company would not consider a business combination with such business entity.
Accordingly, the Company may enter into a business combination with a business
entity having losses, limited or no potential for earnings, limited assets, no
significant operating history, negative net worth or other negative
characteristics.
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Continued Management Control, Limited Time Availability. While seeking
a business combination, management anticipates devoting up to five (5) hours per
month to the business of the Company. The Company's only officers are the
President, Mr. Pasquale Catizone, and Mr. Carmine Catizone, the Secretary and
Treasurer, neither of whom have entered into written employment agreements with
the Company or are expected to do so in the foreseeable future. The Company has
not obtained key man life insurance on its officers and directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of its President, Mr. Pasquale Catizone, would
adversely affect development of the Company's business and its likelihood of
consummating a business combination.
Conflicts Of Interest--General. The Company's two officers and
directors participate in other business ventures which may compete directly with
the Company. Although none are anticipated, conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Company will seek a merger with, or acquisition of, any entity in which
any member of management serves as an officer, director or partner, or in which
they or their family members own or hold any ownership interest. See "ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of
Interest."
Reporting Requirements May Delay Or Preclude Acquisition. Section 13 of
the Exchange Act requires companies subject thereto to provide certain
information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending on the
relative size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.
Lack Of Market Research Or Marketing Organization. The Company has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions contemplated by the Company. Even in the
event demand exists for a merger or acquisition of the type contemplated by the
Company, there can be no assurance the Company will be successful in completing
any such business combination.
Lack Of Diversification. The Company's proposed operations, even if
successful, will, at least in the short term and in all likelihood in the long
term, result in the Company engaging in a business combination with only one
business opportunity. Consequently, the Company's activities will be limited to
those engaged in by the business opportunity which the Company merges with or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.
Probable Change In Control And Management. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. Any such business combination may require shareholders of the
Company to sell or transfer all or a portion of the Company's common stock held
by them. The resulting change in control of the Company will likely result in
removal of the present officers and directors of the Company and a corresponding
reduction in or elimination of their participation in the future affairs of the
Company.
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Reduction Of Percentage Share Ownership Following Business Combination.
The Company's primary plan of operation is based upon the consummation of a
business combination with a business entity which, in all likelihood, will
result in the Company issuing securities to shareholders of such business
entity. The issuance of previously authorized and unissued common stock of the
Company would result in reduction in percentage of shares owned by the present
shareholders of the Company and would most likely result in a change in control
or management of the Company.
Aspects Of Blank Check Offering. The Company may enter into a business
combination with a business entity that desires to establish a public trading
market for its shares. A target company may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
or the inability to obtain an underwriter or to obtain an underwriter on terms
satisfactory to the Company or the target.
Taxation. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction or their respective shareholders.
Requirement Of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company will request that any potential
business opportunity provide audited financial statements. One or more potential
combination candidates may opt to forego pursuing a business combination with
the Company rather than incur the burdens associated with preparing audited
financial statements. In such case, the Company may choose to obtain certain
assurances as to the target company's assets, liabilities, revenues and expenses
prior to consummating a business combination, with further assurances that an
audited financial statement would be provided after closing of such a
transaction. Closing documents for such a transaction may include
representations that the audited financial statements will not materially differ
from the representations included in such closing documents.
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ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to acquire any
properties. The Company currently uses the home office of Mr. Pasquale Catizone,
an officer and director, at no cost to the Company, an arrangement which
management expects will continue until the Company completes an acquisition or
merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise.
PART II
ITEM 5. MARKET FOR COMMON STOCK AND RELATED
SECURITYHOLDER MATTERS
(a) Market Price. There has been no trading market for the Company's
Common Stock for at least the last two years. There can be no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue.
Exchange Act Rule 15g-9 establishes sales practice requirements relating
to "penny stocks." For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
In order to qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income in the latest fiscal year or for two
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of the last three years of $750,000; (ii) public float of 1,000,000 shares with
a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market
makers; (v) 300 shareholders holding at least 100 shares each and (vi) an
operating history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income in the latest fiscal year or for two
of the last three years of $500,000; (ii) a public float of 500,000 shares with
a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders holding at least 100 shares. The Company must
also meet certain corporate governance criteria established from time to time by
Nasdaq.
If, after a merger or acquisition, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's
securities may be traded in the NASD's over-the-counter ("OTC") market. The OTC
market differs from national and regional stock exchanges in that it (1) is not
cited in a single location but operates through communication of bids, offers
and confirmations between broker-dealers and (2) securities admitted to
quotation are offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges. The Company may apply for listing on the NASD OTC
Bulletin Board or may offer its securities in what are commonly referred to as
the "pink sheets" of the National Quotation Bureau, Inc. To qualify for listing
on the NASD OTC Bulletin Board, an equity security must have one registered
broker-dealer, known as the market maker, willing to list bid or sale quotations
and to sponsor the company for listing on the Bulletin Board.
If the Company is unable initially to satisfy the requirements for
quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is conducted
in the OTC market, a shareholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Company's securities.
(b) Holders. There are approximately 540 record holders of the Company's
Common Stock. The issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemptions from registration afforded by
Sections 3(b) and 4(2) of the Securities Act of 1933 and Rule 506 promulgated
thereunder.
(c) Dividends. The Company has not paid any dividends in the past two
years, and has no plans to do so for the foreseeable future.
(d) Recent Sales of Unregistered Securities. On May 11, 1998, the
Company, in connection with a Securities Purchase Agreement as described in Item
12, sold a warrant (the "Warrant"), to purchase six million (6,000,000) shares
of the Company's Common Stock, to Pasquale Catizone. The Warrant was sold
without registration under the Securities Act pursuant to the exemptions
contained in Sections 4(2) and 4(6) of the Securities Act. The Warrant was
exercised by Pasquale Catizone on September 17, 1998 at a price of $.00883 per
share. On December 17, 1999, the Company, without registration under the
Securities Act and pursuant to the exemptions contained in Sections 4(2) and
4(6) of the Securities Act, issued and sold to Joseph Corforte one million
(1,000,000) shares of Common Stock for an aggregate purchase price of ten
thousand dollars. Other than the aforementioned transactions, the Company has
made no sales of unregistered securities during the past three (3) years.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(a) Liquidity and Capital Resources
At December 31, 1999, the Company had a cash balance of $53,475 which
represents a $2,583 increase from the $50,892 balance at December 31, 1998. This
$2,583 increase was a result of proceeds from the sale of the Company's Common
Stock less the cash used in operations. The Company's working capital position
at December 31, 1999, was $47,370 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. The Company's sole expected expenses are comprised
of professional fees primarily incident to its reporting requirements. The
Company can satisfy its cash requirements for at least the next twelve (12)
months before it will need to raise additional funds.
(b) Results of Operations For the year Ended December 31, 1999
compared to The Year Ended December 31, 1998
The Company recorded a loss of $12,307 in the current year versus a
loss of $323 in the prior year. Interest income increased $1,527 to $2,704 as
the Company's cash resulting from the sale of securities in May of 1998 was
invested for the full year of 1999. General and administrative expenses were
$15,011 compared to $1,500 in the prior year period. The increase of $13,511 was
due primarily to costs incurred in enabling the Company to satisfy the
requirements of a reporting company.
During the current and prior year, the Company did not record an income
tax benefit due to the uncertainty associated with the Company's ability to
merge with an operating company, which might permit the Company to avail itself
of those advantages.
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ITEM 7. FINANCIAL STATEMENTS
The response to this item is included as a separate section of this
report commencing on page 13.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
Subsequent to the closing of the Securities Purchase Agreement dated
as of May 11, 1998, the Company changed accountants, at which time the firm of
Samuel Klein and Company was retained. Management had no disagreements with the
findings of its former accountants.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company has two Directors and two Officers as follows:
<TABLE>
<CAPTION>
Name Age Positions and Offices Held Director Since
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<S> <C> <C> <C>
Pasquale Catizone(1) 59 President, Director May 1998
Carmine Catizone(1) 54 Secretary, Treasurer, May 1998
Director
</TABLE>
(1) Carmine and Pasquale Catizone are brothers.
Set forth below are the names of the directors and officers of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and his business experience during at least the
last five years:
Pasquale Catizone. Mr. Catizone has been president and a director of
the Company since May 1998. Mr. Catizone has been self-employed as a financial
consultant for more than five years.
Carmine Catizone. From August 1995 to present, Mr. Catizone has been
President and a director of Creative Beauty Supply, Inc., a retail and wholesale
beauty supply distributor. Mr. Catizone formerly served as President and a
director of J&E Beauty Supply, Inc. also a retail and wholesale distributor of
beauty supplies, from June 1988 to August 1995.
Current Blank Check Companies
Except for the Company, no directors or officers of the Company are
presently officers, directors or shareholders in any blank check companies. One
or both of the officers/directors may, in the future, become involved with
additional blank check companies.
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ITEM 10. EXECUTIVE COMPENSATION
The Company's current officers and directors do not receive any
compensation for their services rendered to the Company, have not received such
compensation in the past, and are not accruing any compensation pursuant to any
agreement with the Company.
The officers and directors of the Company will not receive any finder's
fee, either directly or indirectly, as a result of their efforts to implement
the Company's business plan outlined herein. However, the officers and directors
of the Company anticipate receiving benefits as shareholders of the Company. See
"ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, certain information
regarding the ownership of the Common Stock by (i) each person known by the
Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each of the Company's Directors and Named Executive Officers, as such term is
defined under Item 402(a)(3) of Regulation S-K under the Securities Act, and
(iii) all of the Company's Executive Officers and Directors as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under Rule
13d-3 certain shares may be deemed to be beneficially owned by more than one
person (such as where persons share voting power or investment power). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon the exercise of an
option) within sixty (60) days of the date as of which the information is
provided. In computing the ownership percentage of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As
a result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual ownership or
voting power at any particular date.
<TABLE>
<CAPTION>
Amount of Percentage of
Name and Address Beneficial Class
of Beneficial Owner Ownership -----
- ------------------- ----------
<S> <C> <C>
Pasquale Catizone (1) (3) 3,547,815 37.2%
266 Cedar Street
Cedar Grove, NJ 07009
Carmine Catizone (2) (3) 4,000,000 42.0%
10 1/2Walker Avenue
Morristown, NJ 07960
All Executive Officers and 7,547,815 79.2%
Directors as a Group
Joseph Corforte 1,000,000 9.5%
5465 Green Palms Street
Las Vegas, Nevada
</TABLE>
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(1) Includes (a) 1,000,000 shares held of record by Mr. Catizone's daughter, and
(b) 1,000,000 shares held of record by Pasquale Catizone's wife, Barbara
Catizone. Barbara Catizone's shares and Mr. Catizone's daughter's shares each
amount to a 9.5% ownership of the class.
(2) Includes (i) 500,000 shares held in a custodial account for the benefit of
his daughter Carrie Catizone; and (ii) 500,000 shares held in a custodial
account for the benefit of his daughter Sherri Catizone.
(3) Carmine Catizone and Pasquale Catizone are brothers.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to a certain Securities Purchase Agreement dated as of May 11,
1998, Mr. Pasquale Catizone purchased from the former president and director of
the Company an aggregate of 2,597,714 shares of Common Stock for an aggregate
purchase price of $23,000. Simultaneous with the closing of the Securities
Purchase Agreement, the then officers and directors of the Company tendered
resignations from their respective positions, at which time Pasquale Catizone
became president and director and Carmine Catizone became secretary, treasurer
and director of the Company. Also simultaneous with the closing of the
Securities Purchase Agreement, the Company issued to Pasquale Catizone a Common
Stock Purchase Warrant for 6,000,000 shares of Common Stock (the "Warrant")
which was exercised on September 17, 1998. The shares of Common Stock underlying
the warrant were distributed to Pasquale Catizone and his nominees, including
Carmine Catizone and other family members. Pasquale Catizone and Carmine
Catizone are brothers.
Conflicts Of Interest
Although there are no plans to do so at this time, the Company's
officers and directors may in the future organize other companies of a similar
nature and with a similar purpose as the Company. Consequently, there are
potential inherent conflicts of interest in acting as an officer and director of
the Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates that it will devote only a minor amount of
time to the Company's affairs. The Company does not have a right of first
refusal pertaining to opportunities that come to management's attention insofar
as such opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another blank check company with
which management becomes affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for the Company
and other blank check companies in chronological order of the date of formation
of such blank check companies. However, any blank check companies that may be
formed may differ from the Company in certain items such as place of
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incorporation, number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed after the
Company. In such case, a business combination might be negotiated on behalf of
the more suitable or preferred blank check company regardless of date of
formation. Mr. Pasquale Catizone will be responsible for seeking, evaluating,
negotiating and consummating a business combination with a target company which
may result in terms providing benefits to any officer or director.
Mr. Pasquale Catizone is currently a self-employed financial
consultant. As such, demands may be placed on the time of Mr. Catizone which
will detract from the amount of time he is able to devote to the Company.
However, should such a conflict arise, there is no assurance that Mr. Catizone
would not attend to other matters prior to those of the Company. Mr. Catizone
projects that initially approximately five (5) hours per month of his time may
be spent locating a target company which amount of time would increase when the
analysis of, and negotiations and consummation with, a target company are
conducted.
In the event the Company needs additional funds for operating capital
and/or for costs in connection with a business combination, the Company may opt
to issue additional common stock. Except in connection with the foregoing
financing possibility, no other securities, or rights to securities, of the
Company will be issued to management or promoters, or their affiliates or
associates, prior to the completion of a business combination. At the time of a
business combination, management expects that some or all of the shares of
Common Stock owned by the officers and directors will be purchased by the target
company. The amount of Common Stock sold or continued to be owned by the
officers and directors cannot be determined at this time.
The terms of business combination may include such terms as one or more
of the present directors remaining a director or officer of the Company. The
terms of a business combination may provide for a payment by cash or otherwise
to one or more of the present directors for the purchase of all or part of their
holdings of common stock of the Company by a target company. In such event, one
or more directors would directly benefit from such employment or payment, and
such benefits may influence management's choice of a target company.
The Company may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a target company to the Company where that
reference results in a business combination. The amount of any finder's fee will
be subject to negotiation, and cannot be estimated at this time. No finder's fee
of any kind will be paid to management or promoters of the Company or to their
associates or affiliates. No loans of any type have, or will be, made to
management or promoters of the Company or to any of their associates or
affiliates.
The Company's officers and directors, its promoters and their
affiliates or associates have not had any negotiations with and there are no
present arrangements or understandings with any representatives of the owners of
any business or company regarding the possibility of a business combination with
the Company.
The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of the
Company or any affiliates or associates have any interest, direct or indirect.
The Company will not pay any finder's fees to members of management in
connection with identifying an entity to a successful business combination.
11
<PAGE>
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve conflicts of
interest in favor of the Company could result in liability of management to the
Company. However, any attempt by shareholders to enforce a liability of
management to the Company would most likely be prohibitively expensive and time
consuming.
PART IV
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) List of Exhibits
The exhibits that are filed with this report or that are
incorporated herein by reference are set forth below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
Incorporated Documents SEC Exhibit Reference
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant, As filed with the Registrant's form 10-SB on July 8,
as amended 1999, File No. 000-26653
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
3.2 Bylaws of the Registrant, as amended As filed with the Registrant's form 10-SB on July 8,
1999, File No. 000-26653
- ------------------------------------------------------------ ---------------------------------------------------------
(b) Reports on Form 8-K
</TABLE>
No reports on Form 8-K were filed during the last quarter of fiscal 1999.
12
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Baynon International Corp.
We have audited the accompanying balance sheets of Baynon International Corp.
(formerly Technology Associates Corporation) as of December 31, 1999 and 1998,
and the related statements of operations, stockholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Baynon International Corp. as
of December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
SAMUEL KLEIN AND COMPANY
Newark, New Jersey
February 28, 2000
13
<PAGE>
BAYNON INTERNATIONAL CORP.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
ASSETS
1998 1999
---- ----
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 53,475 $ 50,892
-------- --------
Total Current Assets 53,475 50,892
-------- --------
Total Assets $ 53,475 $ 50,892
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 6,105 $ 1,215
-------- --------
Total Current Liabilities 6,105 1,215
-------- --------
Total Liabilities 6,105 1,215
-------- --------
Stockholders' Equity:
Common stock, $.001 par value, 50,000,000
shares authorized, 10,532,692 and 9,532,692
shares issued and outstanding at December
31, 1999 and 1998 10,533 9,533
Additional paid-in-capital 53,000 44,000
Retained earnings (deficit) (16,163) (3,856)
-------- --------
Total Stockholders' Equity 47,370 49,677
-------- --------
Total Liabilities and Stockholders' Equity $ 53,475 $ 50,892
======== ========
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
BAYNON INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
1998 1999
---- ----
<S> <C> <C>
Revenues $ -- $ --
Cost of Revenues -- --
------------ ------------
Gross Profit -- --
Other Costs:
General and administrative expenses 15,011 1,500
------------ ------------
Total Other Costs 15,011 1,500
Other Income and Expense:
Interest income 2,704 1,177
------------ ------------
Net Loss before Income Taxes (12,307) (323)
Income Taxes -- --
------------ ------------
Net Loss $ (12,307) $ (323)
============ ============
Earnings (Loss) Per Share:
Earnings (loss) per common share $ (0.00) $ (0.00)
============ ============
Earnings (loss) per common share - assuming
dilution $ (0.00) $ (0.00)
============ ============
Common shares outstanding 10,532,692 9,532,692
============ ============
Common shares outstanding - assuming dilution 10,532,692 9,532,692
============ ============
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
BAYNON INTERNATIONAL CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Common Stock
$.001 Par Value
-------------------------
Common Additional Retained Total
Number Stock Paid-In- Earnings Stockholders'
of Shares Amount Capital (Deficit) Equity
--------- ------ ------- --------- ------
<S> <C> <C> <C> <C> <C>
Balances, January 1, 1998 3,532,692 $ 3,533 $ -- $ (3,533) $ --
Issuance of Common Shares 6,000,000 6,000 44,000 -- 50,000
Net Loss for the Year Ended
December 31, 1998 -- -- -- (323) (323)
----------- ----------- ----------- ----------- -----------
Balances, December 31, 1998 9,532,692 9,533 44,000 (3,856) 49,677
Issuance of Common Shares 1,000,000 1,000 9,000 -- 10,000
Net Loss for the Year Ended
December 31, 1999 -- -- -- (12,307) (12,307)
----------- ----------- ----------- ----------- -----------
Balances, December 31, 1999 $10,532,692 $ 10,533 $ 53,000 $ (16,163) $ 47,370
=========== =========== =========== =========== ===========
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
BAYNON INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
1998 1999
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(12,307) $ (323)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Increase in accounts payable and
accrued expenses 4,890 1,215
-------- --------
Net cash provided by (used in)
operating activities (7,417) 892
-------- --------
Cash Flows from Financing Activities:
Issuance of common stock 10,000 50,000
-------- --------
Net cash provided by financing activities 10,000 50,000
-------- --------
Net Increase in Cash and Cash Equivalents 2,583 50,892
Cash and Cash Equivalents, beginning of year 50,892 --
-------- --------
Cash and Cash Equivalents, end of year $ 53,475 $ 50,892
======== ========
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
BAYNON INTERNATIONAL CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
Baynon International Corp. (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 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 may wish to
contribute assets to the Company rather than merge. No assurances can be given
that the Company will be successful in identifying or negotiating with any
target company. The Company seeks to provide a method for a foreign or domestic
private company to become a reporting (public) company whose securities are
qualified for trading in the United States secondary market.
Cash and Cash Equivalents
For financial statement purposes, short-term investments with a maturity of
ninety days or less and highly liquid investments are considered cash
equivalents.
Use of Management's Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). SFAS 109 requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
18
<PAGE>
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement carrying amounts and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.
Earnings (Loss) Per Share
As of December 31, 1997, the Financial Accounting Standards Board issued
Statement No. 128 "Earnings Per Share" (SFAS 128) replacing the calculation of
primary and fully diluted earnings per share with Basic and Diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes the
dilutive effects of options, warrants and convertible securities and thus is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding. Diluted earnings per share is
similar to the previously fully diluted earnings per share. 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.
Dilutive earnings per share is computed based upon the weighted average number
of common shares and dilutive common equivalent shares outstanding.
Impairment of Long-Lived Assets
The Company adopted Statement of Financial Accounting Standards No. 121 (SFAS
121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of". SFAS 121 requires that if facts and circumstances
indicate that the cost of fixed assets or other assets may be impaired, an
evaluation of recoverability would be performed by comparing the estimated
future undiscounted pre-tax cash flows associated with the asset to the asset's
carrying value to determine if a write-down to market value or discounted
pre-tax cash flow value would be required.
Comprehensive Income
For the year ended December 31, 1999, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). This
statement establishes rules for the reporting of comprehensive income and its
components which require that certain items such as foreign currency translation
adjustments, unrealized gains and losses on certain investments in debt and
equity securities, minimum pension liability adjustments and unearned
compensation expense related to stock issuances to employees be presented as
separate components of stockholders' equity. The adoption of SFAS 130 had no
impact on total stockholders' equity for either of the years presented in these
financial statements.
19
<PAGE>
2. COMMON STOCK
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $.001 per share, of which 10,532,692 shares are issued
and outstanding at December 31, 1999.
Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata in all assets remaining after
payment in full of all liabilities. All of the outstanding shares of common
stock are fully paid and nonassessable. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion or redemption rights or sinking fund provisions with respect to the
common stock.
Pursuant to a certain Securities Purchase Agreement dated as of May 11, 1998,
Mr. Pasquale Catizone purchased from the former president and director of the
Company an aggregate of 2,597,714 shares of Common Stock for an aggregate
purchase price of $23,000. Simultaneous with the closing of the Securities
Purchase Agreement, the then officers and directors of the Company tendered
resignations from their respective positions, at which time Pasquale Catizone
became president and director and Carmine Catizone became secretary, treasurer
and director of the Company. Also simultaneous with the closing of the
Securities Purchase Agreement, the Company issued to Pasquale Catizone a Common
Stock Purchase Warrant for 6,000,000 shares of Common Stock which was exercised
on September 17, 1998, and the Company received net proceeds of $50,000. The
shares of Common Stock underlying the warrant were distributed to Pasquale
Catizone and his nominees, including Carmine Catizone and other family members.
Pasquale Catizone and Carmine Catizone are brothers.
On December 28, 1999, the Company issued 1,000,000 shares of common stock, $.001
par value, and the Company received net proceeds of $10,000.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BAYNON INTERNATIONAL CORP.
Date: March 29, 2000 By: /s/ Pasquale Catizone
----------------------------
Pasquale Catizone, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report is signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Pasquale Catizone
- ---------------------
Pasquale Catizone President March 29, 2000
(Principal Executive Officer)
/s/ Carmine Catizone
- ---------------------
Carmine Catizone Secretary, Treasurer March 29, 2000
(Principal Financial Officer)
21
