<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 March 31, 2000
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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
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BAYNON INTERNATIONAL CORPORATION
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(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, 07009
Cedar Grove, New Jersey -----
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(Address of principal executive (Zip Code)
offices)
(973) 239-2952
(Registrant's telephone number, including area code)
Not applicable
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(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
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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 May 1, 2000
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Common Stock, $.001 par value 10,532,692
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BAYNON INTERNATIONAL CORPORATION
<TABLE>
<CAPTION>
Index Page No.
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<S> <C> <C>
Part I Financial Information
Item 1 Financial Statements:
Balance Sheets - March 31, 2000 and December 31, 1999 3
Statements of Operations - For the Three Months Ended
March 31, 2000 and 1999 4
Statements of Cash Flows - For the Three Months Ended March 31, 2000 and 1999 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
Exhibit 27.1: Financial Data Schedule 10
</TABLE>
2
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BAYNON INTERNATIONAL CORPORATION
Balance Sheets
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 50,527 $ 53,475
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Total Current Assets 50,527 53,475
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Total Assets $ 50,527 $ 53,475
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 3,059 $ 6,105
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Total Current Liabilities 3,059 6,105
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Total Liabilities 3,059 6,105
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Stockholders' Equity:
Common stock, $.001 par value, 50,000,000
Shares authorized, 10,532,692 shares issued and 9,532,692
Shares issued and outstanding at March 31, 2000 and
December 31, 1999 10,533 10,533
Additional paid-in-capital 53,000 53,000
Retained earnings (deficit) (16,065) (16,163)
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Total Stockholders' Equity 47,468 47,370
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Total Liabilities and Stockholders' Equity $ 50,527 $ 53,475
======== ========
</TABLE>
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The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BAYNON INTERNATIONAL CORPORATION
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
2000 1999
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<S> <C> <C>
Revenues $ - 0 - $ - 0 -
Cost of Revenues - 0 - - 0 -
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Gross Profit - 0 - - 0 -
Other Costs:
General and administrative expenses 631 - 0 -
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Total Other Costs 631 - 0 -
Other Income and Expense:
Interest income 729 690
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Net Income (Loss) before Income Taxes 98 690
Income Taxes - 0 - - 0 -
Net Income (Loss) $ 98 $ 690
========== =========
Earnings (Loss) Per Share:
Basic Earnings (loss) per common share $ .00 $ .00
========== =========
Diluted Earnings (loss) per common share $ .00 $ .00
========== =========
Basic Common shares outstanding 10,532,692 9,532,692
========== =========
Diluted Common shares outstanding 10,532,692 9,532,692
========== =========
</TABLE>
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The accompanying notes are an integral part of these financial statements.
4
<PAGE>
BAYNON INTERNATIONAL CORPORATION
Statements of Cash Flows
For the Three Months Ended March 31
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ 98 $ 690
Adjustments to reconcile net income (loss) to net cash
Provided by (used in) operating activities:
Decrease in accounts payable and accrued expenses (3,046) (544)
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Net cash provided by (used in) operating activities (2,948) (146)
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Net Increase (Decrease) in Cash and Cash Equivalents (2,948) 146
Cash and Cash Equivalents, beginning of period 53,475 50,892
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Cash and Cash Equivalents, end of period $50,527 $51,038
======= =======
</TABLE>
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The accompanying notes are an integral part of these financial statements.
5
<PAGE>
BAYNON INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2000 and 1999
(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 operated for at least the last two years
and has no operations to date.
2. The December 31, 1999 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 March 31, 2000 and
the statements of operations for the three months ended March 31, 2000 and
1999 and the statements of cash flows for the three months ended March 31,
2000 and 1999.
The statements of operations for the three months ended March 31, 2000
and 1999 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 fiscal year
ended December 31, 1999.
3. Earnings per share are based on the weighted average number of common
shares outstanding including common stock equivalents.
6
<PAGE>
BAYNON INTERNATIONAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
At March 31, 2000, the Company had a cash balance of $50,527, which
represents a $2,948 decrease from the $53,475 balance at December 31, 1999. This
$2,948 decrease results entirely from cash used in operations. The Company's
working capital position at March 31, 2000 was $47,468 as compared to a December
31, 1999 balance of $47,370.
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, 2000 compared to Three Months Ended March 31, 1999
Net income (loss)
The Company earned Net Income of $98 in the current quarterly period,
which represents a $592 decrease in Net Income compared to the prior quarterly
period. Interest income increased $39 to $729 primarily due to the Company's
cash earning interest for the full quarter in 2000 compared to the Company's
cash deposited in non-interest bearing accounts for part of the period in 1999.
General and administrative expenses of $631 were incurred in the current
quarterly period compared to none in the prior quarterly period. The increase of
$631 was due primarily to costs and fees incurred in connection with reporting
requirements.
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.
7
<PAGE>
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
8
<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: May 16, 2000 By: /s/ Pasquale Catizone
--------------------------
Pasquale Catizone, Chairman
(on behalf of the registrant)
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 51
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 51
<CURRENT-LIABILITIES> 3
<BONDS> 0
0
0
<COMMON> 11
<OTHER-SE> 37
<TOTAL-LIABILITY-AND-EQUITY> 51
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
