<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
June 30, 2000 0-22024
BAYWOOD INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(state or other jurisdiction of incorporation or organization)
77-0125664
(I.R.S. Employer Identification Number)
14950 North 83rd Place, Suite 1
Scottsdale, Arizona 85260
(Address of principal office) (Zip code)
Registrant's telephone number, including area code: (602) 951-3956
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
$.001 par value common stock
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter periods 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 __
As of June 30, 2000, there were 27,576,235 shares of Baywood International, Inc.
common stock, $.001 par value outstanding.
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BAYWOOD INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheet as of June 30, 2000 3
Statements of Operations for the three and six months ended June 30, 2000
and 1999 4
Statements of Cash Flows for the six months ended June 30, 2000 and 1999 5
Statement of Information Furnished 6
Item 2 - Management's Discussion and Analysis or Plan of Operation 7 - 11
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities 12
Item 3 - Defaults Upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12
SIGNATURES 14
</TABLE>
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BAYWOOD INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30,
2000 1999
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(622,299) $(413,553)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization 4,837 --
Issuance of common stock for services performed -- 75,000
Issuance of common stock in lieu of cash for interest payable 6,000 --
Equity in net loss of investee -- 6,512
Changes in assets and liabilities:
(Increase) in accounts receivable (150,981) (12,021)
Increase in interest payable 29,559 23,711
(Increase) decrease in inventory (78,055) 13,770
(Increase) decrease in prepaid expenses 4,501 (18,626)
Increase (Decrease) in accounts payable and accrued liabilities 259,492 (33,168)
--------- ---------
Net cash (used) by operating activities (546,946) (358,375)
--------- ---------
INVESTING ACTIVITIES:
Purchase of computers and fixtures (88,684) --
--------- ---------
Net cash (used) by investing activities (88,684) --
--------- ---------
FINANCING ACTIVITIES:
Issuance of common and preferred stock for cash -- 20,000
Fees paid in connection with offering of preferred stock -- (12,022)
Proceeds from exercise of stock options and warrants 316,400 13,000
Increase in notes receivable -- (5,000)
Proceeds from notes payable 362,500 440,800
Principal payments on notes payable (6,160) (97,774)
--------- ---------
Net cash provided by financing activities 672,740 359,004
--------- ---------
CASH AND EQUIVALENTS PROVIDED DURING PERIOD 37,110 629
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 15,242 40,869
--------- ---------
CASH AND EQUIVALENTS, END OF PERIOD $ 52,352 $ 41,498
========= =========
SUPPLEMENTAL DISCLOSURES AND
CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 31,600 $ 816
</TABLE>
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<PAGE> 4
BAYWOOD INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
NET SALES $ 519,201 $ 12,682 $ 878,284 $ 50,653
COST OF SALES 236,065 7,160 362,724 29,350
------------ ------------ ------------ ------------
Gross profit 283,136 5,522 515,560 21,303
------------ ------------ ------------ ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Marketing expenses 470,750 99,224 780,001 222,731
General and administrative expenses 173,199 95,211 306,623 188,056
Depreciation and amortization 3,842 -- 4,837 --
------------ ------------ ------------ ------------
Total selling, general and
administrative expenses 647,791 194,435 1,091,461 410,787
------------ ------------ ------------ ------------
Operating loss (364,655) (188,913) (575,901) (389,484)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income 152 126 359 188
Miscellaneous expense (80) (345) (2,858) (345)
Miscellaneous income 15,000 8,200 30,183 8,537
Interest expense (36,574) (18,439) (74,082) (25,937)
Equity in net loss of investee -- (13,138) -- (19,650)
------------ ------------ ------------ ------------
Total other (expense) (21,502) (23,596) (46,398) (37,207)
------------ ------------ ------------ ------------
LOSS BEFORE INCOME TAXES (386,157) (212,509) (622,299) (426,691)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (386,157) $ (212,509) $ (622,299) $ (426,691)
============ ============ ============ ============
NET LOSS PER COMMON SHARE $ (0.01) $ (0.01) $ (0.01) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING 27,053,715 25,791,259 26,683,064 25,374,183
============ ============ ============ ============
</TABLE>
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<PAGE> 5
BAYWOOD INTERNATIONAL, INC.
BALANCE SHEET
June 30, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and equivalents $ 52,352
Accounts receivable 298,388
Inventories 127,817
Prepaid expenses and other current assets 18,016
-----------
Total current assets 496,573
-----------
PROPERTY & EQUIPMENT
Furniture, fixtures, computers and equipment 102,559
-----------
OTHER ASSETS
Investment in BII Acquisition Company 75,000
-----------
Total other assets 75,000
-----------
Total assets $ 674,132
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 522,318
Interest payable 113,443
Accrued liabilities 238,990
-----------
Total current liabilities 874,751
-----------
NOTES PAYABLE 1,290,728
-----------
STOCKHOLDERS' DEFICIT
Preferred Stock, $1 par value,
10,000,000 shares authorized,
35,000 Class A shares issued and outstanding 35,000
Common stock, $.001 par value, 50,000,000
shares authorized, 27,576,235 shares
issued and outstanding 27,576
Additional paid-in capital 6,826,977
Accumulated deficit (8,380,900)
-----------
Total stockholders' deficit (1,491,347)
-----------
Total liabilities and stockholders' deficit $ 674,132
===========
</TABLE>
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BAYWOOD INTERNATIONAL, INC.
STATEMENT OF INFORMATION FURNISHED
The accompanying financial statements have been prepared in accordance with
Form 10-QSB instructions and in the opinion of management contain all
adjustments (consisting of only normal and recurring accruals) necessary to
present fairly the financial position as of June 30, 2000 and the results of
operations for the three and six months ended June 30, 2000 and 1999 and the
cash flows for the six months ended June 30, 2000 and 1999. These results have
been determined on the basis of generally accepted accounting principles and
practices applied consistently with those used in the preparation of the
Company's 1999 Annual Report on Form 10-KSB.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying financial
statements be read in conjunction with the financial statements and notes
thereto incorporated by reference in the Company's 1999 Annual Report on Form
10-KSB.
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<PAGE> 7
BAYWOOD INTERNATIONAL, INC.
Item 2 - Management's Discussion and Analysis or Plan of Operation
GENERAL
Baywood International, Inc. (the "Company"), develops, markets and
distributes natural consumer products. Currently, the Company's natural consumer
products consist of two dietary supplement lines, PURECHOICE(TM) and
SOLUTIONS(TM). Prior to 1998, the Company's product lines consisted of dietary
supplements and skin care products which were distributed into international
markets such as the Pacific Rim and European Countries. During that time prior
to 1998, the Company's product line had not been expanded in order to capture
the domestic market. As a result, the Company relied on the continued
distribution of one main product to one major customer in China. In March of
1998, due to governmental restrictions in China, this customer discontinued its
purchases which caused a dramatic decrease in the Company's sales for 1998.
Throughout 1998 and the first six months of 1999, the Company completely
revamped its corporate strategy to turn itself around from a primarily
internationally focus with no proprietary brand lines to a domestic focus with
identifiable brands across retail channels. The result of this turn-around
strategy was a fundamentally different company with a new corporate image,
product lines, marketing campaign, and distribution channels. At this time, the
Company is continually exploring the international market and has gained new
distribution of its products while it is strengthening the domestic marketing
and sales of its new branded product lines, PURECHOICE(TM) and SOLUTIONS(TM) in
the United States.
The Company's principal executive offices are located at 14950 North 83rd
Place, Suite 1, Scottsdale, Arizona 85260 and its telephone number is (480)
951-3956.
COMPANY OVERVIEW
The direction the Company takes in carrying out its objective is based upon
the following mission and will remain as the primary focus by the Company's
management:
Make LIFE Better(TM) Through The Development Of High Quality Natural
Consumer Products That People Want And Need While Providing The Highest
Accessibility Amongst ALL Consumer Channels.
Products
Currently, the Company's natural consumer products consist of two dietary
supplement lines, PURECHOICE(TM) and SOLUTIONS(TM). Although there may be a
fixed number of different products within each line at any time, variable
factors such as counts and sizes of each product make the total number of SKU's
(Shelf Keeping Units) available within each line subject to change at any time.
In addition, the Company often incorporates product displays and in-store
promotional packages for its products that hold from six (6) to twenty (20)
bottles of each product as a marketing aid to help its retail customers display
and sell the products to their consumers. Since the launch of the PURECHOICE(TM)
and SOLUTIONS(TM) lines, the Company has developed seven (7) products. The total
number of SKU's totals approximately thirty (30).
SOLUTIONS(TM). This line of products is formulated with what the Company
considers the most effective ingredients and dosages to target specific needs
and conditions of consumers. SOLUTIONS(TM) currently includes the following
products:
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<PAGE> 8
PRODUCT NAME
Dr. Harris' Original Snore Formula
Dr. Harris' Original Allergy Formula
N-Cal(TM)
Super Joints(TM)
TARGETED FUNCTION
Relief of Snoring
Relief of Allergies
Weight Loss
Joint and Connective Tissue Health
PURECHOICE(TM). This line is composed of high quality single ingredient
products that target those needs of the consumer for a specific product in the
marketplace. Where the SOLUTIONS(TM) line may combine a variety of ingredients
to target a specific condition, PURECHOICE(TM) may include only one component
for the consumer to choose. Single ingredients may include, but are not limited
to, vitamins, minerals, herbs, botanical extracts or other organic sulfur and
non-sulfur compounds. PURECHOICE(TM) currently includes the following products:
PRODUCT NAME
SAMe (S-Adenosyl-Methionine)
Colostrum IgG30 1000
MSM 1000
FUNCTION
Emotional Health and Well Being
Immune System Support and Energy
Joint and Connective Tissue Health
The Company intends to develop other new products and SKU's within these
lines in the future. Management believes that there may be products that are
developed outside of these lines that need their own separate identity. In
addition, there may be products that are developed internally that are part of
different categories and products that are attained through acquisition that
have already established their brand identity within the marketplace. Management
can provide no assurances as to the continued viability of any current products
within the marketplace or the expected marketability of any future products that
the Company may develop or acquire.
International
Certain of the Company's products are sold in Canada and Turkey. Sales in
Canada and Turkey are conducted through distributors who service various retail
outlets in their respective territories.
RESULTS OF OPERATIONS
Net sales for the three and six months ended June 30, 2000 were $519,201
and $878,284, respectively, compared to net sales of $12,682 and $50,653 for the
same periods last year, an increase of $506,519 or 3994% and $827,631 or 1634%,
respectively. This increase is due to sales of the Company's new product lines
that were launched in July 1999, PURECHOICE(TM) and SOLUTIONS(TM). The Company's
objective is to become a recognized leader in the provision of high quality
brand name natural products that are marketed in niche market segments in which
its products can be among the market leaders in their respective categories. The
Company's potential for growth at this time involves the continued development
of niche products within the PURECHOICE(TM) and SOLUTIONS(TM) lines and the
establishment of other branded lines that can be marketed and sold into retail
channels. Retail channels include health food, pharmacy, grocery and drug
chains, mail order and internet distribution. The Company considers its biggest
potential to involve the development and marketing of a broad base of consumer
products that support a natural lifestyle rather than a specific category of
natural products. Through consistent active involvement in the trends that
affect consumers, the Company will attempt to focus on building brand identity
for each of the types of product lines it develops either internally or attains
through acquisitions of other natural product companies. Additionally, the
Company strives to achieve its
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<PAGE> 9
objective by identifying brands with favorable demographic appeal, quickly
modifying products and promotions in response to changing consumer demands, and
developing creative and cost-effective marketing and advertising programs.
The Company's gross profit margin for the three and six months ended June
30, 2000 was 54.5% and 58.7%, respectively, compared to 43.5% and 42.1% for the
same periods last year. The variation in gross profit margin is due to the
dramatic change in the Company's product lines that are currently being sold in
2000 compared to prior periods. In addition to this change in product lines, the
significant shift in distribution channels has impacted the Company's gross
profit margins based on such factors as discounts and promotions that are often
utilized as part of the Company's marketing programs.
Selling, general and administrative expenses for the three and six months
ended June 30, 2000 were $647,791 and $1,091,461, respectively, compared to
$194,435 and $410,787 for the same periods last year. Overall corporate
expenditures related to general and administrative overhead have decreased
significantly as a percentage of sales compared to the same period last year
while marketing expenditures have increased including advertising, sales
salaries, commissions, royalties and new product development expenses.
Royalties, advertising and promotional expenses related to the launch of new
products within the Company's new product lines were the largest portion of
selling, general and administrative expenses for the six months ended June 30,
2000 totaling approximately $380,000. Management anticipates that a considerable
portion of the promotional expenses associated with bringing the Company's new
products to the market in the first six months of 2000 will not recur in future
periods. More specifically, while the amount of such expenditure may grow as the
Company's revenues grow, the amounts as a percentage of sales will decrease
considerably. In addition, now that the Company has an established base of
approximately 10,000 stores, the further development of those customers will
come from the introduction of new products rather than the promotional expenses
associated with gaining initial distribution.
There is no income tax benefit recorded because any potential benefit of
the operating loss carryforwards generated have been equally offset by an
increase in the valuation allowance on the deferred income tax asset.
Net loss for the three and six months ended June 30, 2000 was $(386,157) or
$(.01) per share and $(622,299) or $(.01) per share, respectively, compared to a
net loss of $(212,509) or $(.01) per share and $(426,691) or $(.01) per share
for the same period last year.
For the three and six months ended June 30, 2000, the "Year 2000 Issue" did
not present any operational problems for the Company and did not materially
effect the Company's relationships with customers, vendors and others. The "Year
2000 Issue" arose because many existing computer programs use only the last two
digits to refer to a year. Therefore, these computer programs do not properly
recognize a year that begins with "20" instead of the familiar "19". If not
corrected, many computer applications could fail or create erroneous results.
The Company also relies on standard office productivity software which is
represented as being Y2K compliant.
The Company implemented various modifications to ensure that its computer
applications and equipment functioned properly in the Year 2000 and beyond. (For
this purpose, the term "computer equipment and applications" includes systems
commonly referred to as information technology systems ("IT Systems"), such as
data processing, accounting, telephone, and other miscellaneous systems as well
as systems that are not commonly referred to as IT Systems such as fax machines,
etc.
All internal and external costs associated with the Company's Year 2000
compliance activities were expensed as incurred. The Company believes that the
costs of addressing the Year 2000 issue did not have a material impact on the
Company's financial position.
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<PAGE> 10
BAYWOOD INTERNATIONAL, INC.
OTHER INFORMATION
Interest Expense was $36,574 and $74,082 in three and six months ended June
30, 2000. The increase is due to the Company's interest expense incurred from
interest on notes payable to officers, directors and other third parties.
Under the terms of note payable and convertible debenture agreements with
certain officers, directors and third parties, the Company has granted warrants
to purchase the Company's common stock. In most cases, the warrants accrue to
the noteholders after the six month term of the notes and are thereafter
exercisable by the noteholders at prices ranging from $0.08 to $0.24 per share.
As of June 30, 2000, approximately $1,258,000 has been borrowed from these
parties and approximately 2,500,000 warrants have been accrued under them.
Any interest income for the three and six months ended June 30, 2000 was
generated from the Company's invested cash balance in interest-bearing money
market accounts.
Management anticipates that a considerable portion of the promotional
expenses associated with bringing the Company's new products to the market in
the first six months of 2000 will not recur in future periods. More
specifically, while the amount of such expenditures may grow as the Company's
revenues grow, the amounts as a percentage of sales will decrease considerably.
In addition, now that the Company has an established distribution base of
approximately 10,000 stores, the further development of those customers will
come from the introduction of new products rather than the promotional expenses
associated with gaining that initial distribution. While the Company anticipates
that it will incur additional promotional expenses as it gains new customers,
the amounts as a percentage of sales will also decrease over time.
The market for natural products industry is highly competitive in each of
the Company's existing and anticipated product lines and methods of
distribution. Numerous manufacturers and distributors compete with the Company
for customers throughout the United States and internationally in the packaged
nutritional supplement industry selling products to retailers such as mass
merchandisers, drug store chains, independent pharmacies and health food stores.
Many of the Company's competitors are substantially larger and more experienced
than the Company, have longer operating histories and have materially greater
financial and other resources than the Company. Many of these competitors are
private companies, and therefore, the Company cannot compare its revenues with
respect to the sales volume of each competitor. There can be no assurance that
the Company will be able to compete successfully with its more established and
better capitalized competitors.
CAPITAL EXPENDITURES
During the six months ended June 30, 2000 and 1999, the Company incurred
$88,684 in capital expenditures for computers, equipment and fixtures. As of
June 30, 2000, the Company had no material commitments for capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
As of the six months ended June 30, 2000, the Company had $496,573 in
current assets of which $350,740 or 70.6% was cash and receivables. Total
current liabilities including notes payable and convertible debentures for the
same period totaled $2,165,479. Approximately $1,400,000 of the Company's
current liabilities is held by certain officers, directors and third parties
with whom the Company maintains a close relationship. The terms of the debt with
the officers, directors and third parties are such that it is classified as
current liabilities as of June 30, 2000.
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BAYWOOD INTERNATIONAL, INC.
As the Company grows, management continuously analyzes the alternatives for
maintaining and raising capital in order to properly fund the Company's working
capital needs and to significantly increase the Company's sales growth of new
products into new distribution channels. Certain officers, directors and third
parties have funded operations in 1999 and the first six months of 2000 with
whom the Company maintains a close relationship. Management expects that the
Company will require $500,000 to $1,000,000 in additional financing in the
coming six to nine months to support the level of growth that management
believes can be achieved. The Company's needs for operating capital are being
supplemented by the increasing cash flow from its growing business which is now
able to cover the Company's general operating overhead. In addition, the nature
of the Company's business is such that its higher marketing expenses can be
curtailed, if needed, in order to bring the Company's burn rate to a more
manageable level. Historically, management has been successful in raising the
necessary capital to fund the Company's growth and believes that it will
continue be successful in raising the funds required to meet its obligations.
However, there can no assurances that the cash can be successfully raised. As is
the case with any growth company, if the Company cannot raise the capital, the
effect may be that the Company will not meet its projections.
"CAUTION REGARDING FORWARD-LOOKING STATEMENTS"
CERTAIN STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT RELATED TO
HISTORICAL RESULTS, INCLUDING, WITHOUT LIMITATIONS, STATEMENTS REGARDING THE
COMPANY'S BUSINESS STRATEGY AND OBJECTIVES AND FUTURE FINANCIAL POSITION, ARE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT AND SECTION 21E OF THE EXCHANGE ACT AND INVOLVE RISKS AND UNCERTAINTIES.
ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS ON WHICH THESE
FORWARD-LOOKING STATEMENTS ARE BASED ARE REASONABLE, THERE CAN BE NO ASSURANCE
THAT SUCH ASSUMPTIONS WILL PROVE TO BE ACCURATE AND ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO,
THOSE SET FORTH IN THE FOLLOWING SECTION, AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS REPORT. ALL FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT ARE
QUALIFIED IN THEIR ENTIRETY BY THIS CAUTIONARY STATEMENT.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company believes that results of operations in any quarterly period may
be impacted by factors such as delays in the shipment of new or existing
products, difficulty in the manufacturer acquiring critical product components
of acceptable quality and in required quantity, timing of product introductions,
increased competitions, the effect of announcements and marketing efforts of new
competitive products, a slower growth rate in the Company's target markets, lack
of market acceptance of new products and adverse changes in economic conditions
in any of the countries in which the company does business. Due to the factors
noted above, the Company's future earnings and stock price may be subject to
significant volatility. Any shortfall in revenues or earnings from levels
expected by the investing public or securities analysts could have an immediate
and significant adverse effect on the trading price of the Company's common
stock.
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<PAGE> 12
BAYWOOD INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Name Method of Filing
<S> <C> <C>
3.1 Articles of Incorporation, as amended *
3.2 By-Laws **
4.1 Specimen Common Stock Certificate ***
4.2 Description of Common Stock ****
4.3 Certificates of Designation for Preferred Shares *****
4.4 Certificates of Designation for Class D
Redeemable Convertible Preferred Stock ******
27.1 Financial Data Schedule Exhibit filed herewith
</TABLE>
* Incorporated by reference to Exhibit 3.1 of annual report on Form 10-KSB
(file no. 0-22024) filed on April 18, 1996.
** Incorporated by reference to Exhibit 3 of Registration Statement on Form
S-1 (file no. 33-10236) filed on January 27, 1987, and declared effective on
February 14, 1988.
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<PAGE> 13
BAYWOOD INTERNATIONAL, INC.
*** Incorporated by reference to Exhibit 1 of Registration Statement on
Form 8-A (File no. 022024) filed on July 2, 1993, and declared effective on July
9, 1993.
**** Incorporated by reference to page 31 of Registration Statement on Form
S-1 (file no. 33-10236) filed on January 27, 1987, and declared effective on
February 14, 1988.
***** Incorporated by reference to Exhibit 4.3 of quarterly report on Form
10-QSB (file no. 0-22024) filed on August 11, 1997.
****** Incorporated by reference to Exhibit 4.4 of quarterly report on Form
10-QSB (file no. 0-22024) filed on May 17, 1999.
(b) Reports on Form 8-K
None
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<PAGE> 14
BAYWOOD INTERNATIONAL, INC.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BAYWOOD INTERNATIONAL, INC.
(Registrant)
By: /s/ Neil Reithinger
Neil Reithinger
Chairman of the Board, President, C.E.O.
and Principal Accounting Officer
Date: August 14, 2000
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