BAYOU INTERNATIONAL LTD
10-Q, 1996-07-12
MOTORS & GENERATORS
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<PAGE> 1

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-Q

(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, 1996                    

                                     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:   0-16097   


                         BAYOU INTERNATIONAL, LTD.                         
           (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                           98-0079697
                         
     (State or Other Jurisdiction of             (I.R.S. Employer
      Incorporation or Organization)           Identification No.)


    Level 8, 580 St. Kilda Road, Melbourne, Victoria, Australia  3004   
(Address of Principal Executive Offices)                      (Zip Code)

(Registrant's Telephone Number, Including Area Code)  011-613-9276-7888    

                                    N/A                                    
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 ________

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

    Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.  Yes _________ No __________

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

    Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  There were
46,890,893 outstanding shares of Common Stock as of March 31, 1996.
<PAGE>
<PAGE> F-1


                                  PART I

                           FINANCIAL INFORMATION



Item 1.     FINANCIAL STATEMENTS

                  Introduction to Interim Financial Statements.

                  The interim financial statements included herein have
            been prepared by Bayou International, Ltd. (the "Company")
            without audit, pursuant to the rules and regulations of the
            Securities and Exchange Commission (the "Commission"). Certain
            information and footnote disclosure normally included in
            financial statements prepared in accordance with generally
            accepted accounting principles have been condensed or omitted
            pursuant to such rules and regulations, although the Company
            believes that the disclosures are adequate to make the
            information presented not misleading. These interim financial
            statements should be read in conjunction with the financial
            statements and notes thereto included in the Company's Annual
            Report on Form 10-K for the year ended June 30, 1995.

                  In the opinion of management, all adjustments, consisting
            only of normal recurring adjustments, necessary to present
            fairly the financial position of the Company as of March 31,
            1996 and March 31, 1995, the results of its operations for the
            nine month periods ended March 31, 1996 and March 31, 1995, and
            the changes in its cash flows for the nine-month periods ended
            March 31, 1996 and March 31, 1995, have been included. The
            results of operations for the interim periods are not
            necessarily indicative of the results for the full year.

                  UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION
                  PRESENTED IS IN AUSTRALIAN DOLLARS.

<PAGE>
<PAGE> F-2

                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                         Consolidated Balance Sheet
                      March 31, 1996 and June 30, 1995
                             and March 31, 1995
                          (in Australian Dollars)
                              (000's omitted)
                                (Unaudited)

<TABLE>
<CAPTION>
                                                    ASSETS

                                                       March 31,    June 30,   March 31,
                                                         1996         1995       1995
<S>                                                <C>           <C>        <C>
 Current Assets:
   Cash                                            $     120     $     71   $    167 
   Accounts Receivable                                    89           86         46 
   Investments                                             1           51         15 

      Total Current Assets                               210          208        228 

 Other Assets:
   Property, net                                          58           83         81
   Goodwill, net                                         666        1,066      1,199

      Total Other Assets                                 724        1,149      1,280

         Total Assets                              $     934     $  1,357   $  1,508 

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
   Bank Overdraft and Short Term Notes             $      17     $     73   $     39 
   Accounts Payable and Accrued Expenses                 292          681        522 

      Total Current Liabilities                          309          754        561 

 Long-Term Debt                                        1,790          788        630 

      Total Liabilities                                2,099        1,542      1,191 

 Stockholders' Equity:
   Common Stock: $0.20 par value
     50,000,000 shares authorized,
     46,890,893 and 46,941,789 and
     46,941,789 issued and outstanding                 9,388        9,388      9,388 
   Additional Paid-in-Capital                         11,592       11,592     11,592 
   Retained Earnings                                 (22,145)     (21,165)   (20,663)

      Total Stockholders' Equity                      (1,165)        (185)       317

         Total Liabilities and Stockholders'
         Equity                                    $     934     $  1,357   $  1,508
</TABLE>

         The accompanying notes are an integral part of these consolidated
         financial statements.
<PAGE>
<PAGE> F-3

                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                    Consolidated Statement of Operations
               Three Months Ended March 31, 1996 and 1995 and
                 Nine Months Ended March 31, 1996 and 1995
                              (000's omitted)
                          (in Australian Dollars)
                                (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended            Nine Months Ended

                                                      March 31,      March 31,     March 31,      March 31,
                                                         1996          1995          1996            1995
<S>                                                  <C>           <C>            <C>           <C>
 Revenues:
    Other Income                                     $       --    $        12    $      156    $         50 
                                                             --             12           156              50 


                  
 Costs and Expenses:
    Management Fee                                            4             --            10              -- 
    Interest Expense                                         46             15           132              29 
    Legal, Acctg. & Professional                             18             43            38             103 
    Depreciation & Amortization                               4              2            12               8 
    Administrative                                          124            260           581             609 
    Research & Development                                    4             19            38              97 
                                                            200            339           811             846 

 Income (Loss) from Operations                             (200)          (327)         (655)           (796)
                             
    Diminution of Asset Value                                --             --            --              -- 
    Gain (Loss) on Disp. of Assets                            5             --            13             116 
    Foreign Curr. Exch. Gain (Loss)                        (273)           249          (538)            (47)
    Bad Debt (Expense) Recovery                              --             --            81              -- 
                                                           (268)           249          (444)             69 

 Income (Loss) before Income Tax and
  Amortization of Goodwill                                 (468)           (78)       (1,099)           (727)

 Provision for Income Tax                                    --             --            --              -- 
 Income before Amortization of Goodwill                    (468)           (78)       (1,099)           (727)

    Amortization of Goodwill                               (134)          (133)         (400)           (399)

 Net Income (Loss)                                         (602)          (211)       (1,499)         (1,126)
    Minority Interest                                        --             --            --              -- 

 Net Income                                          $     (602)   $      (211)   $   (1,499)   $     (1,126)

 Earnings Per Common Equiv. Share                    $     (.01)   $      (.01)   $     (.03)   $       (.02)

 Weighted Number of Common Equiv.
  Shares Outstanding                                     46,942         46,942        46,942          46,942 
</TABLE>

      The accompanying notes are an integral part of these consolidated
      financial statements.

<PAGE>
<PAGE> F-4

                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
               Consolidated Statement of Stockholders' Equity
                      March 31, 1996 and June 30, 1995
                    and March 31, 1995 and June 30, 1994
                             and March 31, 1994
                          (in Australian Dollars)
                              (000's omitted)
                                (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Retained
                                                     Common Stock          Paid-In        Earnings
                                                Shares          Amount     Capital        (Deficit)
<S>                                                <C>         <C>           <C>          <C>
 Balance June 30, 1993                             31,412      $ 6,282       $ 11,582     $ (18,798)

    Conversion of Affiliate borrowings to
      Equity at par, 5,000,000 shares at
      $0.20                                         5,000        1,000             --            --
    Net Income nine months ending 
      03-31-94                                         --           --             --        (1,450)
    Foreign Currency Translation                       --           --             --           220 

 Balance March 31, 1994                            36,412        7,282         11,582       (20,028)

    Conversion of Affiliate borrowings to
      Equity at par, 4,589,795 shares at
      $0.20                                         4,590          918             --            -- 
    Conversion of Long Term borrowings
      to Equity, 5,940,016 shares at
      approximately $0.20                           5,940        1,188             10            -- 

    Net Income three months ending 
      06-30-94                                         --           --             --           315 
    Foreign Currency Translation                       --           --             --           133 

 Balance June 30, 1994                             46,942        9,388         11,592       (19,580)
    Net Income nine months ending
      03-31-95                                         --           --             --        (1,126)
    Foreign Currency Translation                       --           --             --            43 

 Balance March 31, 1995                            46,942        9,388         11,592       (20,663)

    Net Income three months ending 
      06-30-95                                         --           --             --          (635)
    Foreign Currency Translation                       --           --             --           133 

 Balance June 30, 1995                             46,942        9,388         11,592       (21,165)

    Net Income nine months ending 
      03-31-96                                         --           --             --        (1,499)
    Foreign Currency Translation                       --           --             --           519 

 Balance March 31, 1996                            46,942      $ 9,388       $ 11,592     $ (22,145)
</TABLE>

       The accompanying notes are an integral part of these consolidated
       financial statements.

<PAGE>
<PAGE> F-5

                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                    Consolidated Statement of Cash Flows
               Nine Months Ended March 31, 1996 and 1995 and
                          Year Ended June 30, 1995
                          (in Australian Dollars)
                              (000's omitted)
                                (Unaudited)


<TABLE>
<CAPTION>
                                                     9 Months Ended        Year Ended        9 Months Ended
                                                     March 31, 1996      June 30, 1995       March 31, 1995
<S>                                                <C>                  <C>               <C>
 Cash Flows from Operating Activities: 

    Net Income (Loss)                              $          (1,499)   $        (1,459)  $           (1,126)
    Adjustments:
      Foreign Currency Translation                               518               (126)                  43 
      Depreciation and Amortization                              411                547                  407 
      (Gain) Loss on Disposition of Assets                        (6)                (9)                (116)
      Diminution of Value                                         --                 --                   -- 
      Provision for Bad Debt                                      --                 --                   -- 
      Change Net of Effects of Subsidiary
        Acquisitions:
          Accounts Receivable                                     (3)                60                  100 
          A/P and Accrued Liabilities                           (389)                62                  (97)

          Net Cash Provided (Used) by
            Operating Activities                                (968)              (925)                (789)

 Cash Flow from Investing Activities:
    Capital Expenditures, Net                                     21                (22)                 (21)
    Net Proceeds from Investments                                 49                (35)                 116

          Net Cash Provided (Used) in
            Investing Activities                                  70                (57)                  95 

 Cash Flows from Financing Activities:
    Reduction of Long Term Debt                                   --                 --                   -- 
    Issuance of Common Stock                                      --                 --                   -- 
    Net Borrowing under Credit Line
      Arrangements                                               (56)                32                   (2)
    Net Borrowing from Affiliates                              1,003                788                  630 

          Net Cash Provided by Financing
            Activities                                           947                820                  628 

 Net Increase (Decrease) in Cash                                  49               (162)                 (66)
                          
 Cash at Beginning of Year                                        71                233                  233 

 Cash at End of Year                               $             120    $            71   $              167
</TABLE>

      The accompanying notes are an integral part of these consolidated
      financial statements.
<PAGE>
<PAGE> F-6
                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
                      March 31, 1996 and June 30, 1995
                             and March 31, 1995

(1) Organisation

    Bayou International, Ltd. ("Bayou") is incorporated in the State of
      Delaware. The principal shareholder of Bayou is Edensor Nominees
      Proprietary Limited ("Edensor"), an Australian corporation. Edensor
      owned 42.7% of Bayou as of March 31, 1996.

    Bayou's subsidiaries are Solmecs Corporation N.V. ("Solmecs"), which
      it acquired controlling interest of, on September 3, 1987 and
      complete ownership on January 2, 1992; and TFC Power Systems Limited
      ("TFC"), which it acquired from Solmecs on April 5, 1989. In July,
      1992, Bayou diluted its interest in TFC from 54% to 36% in
      consideration for services rendered by key executives and as an
      incentive for future services. In December, 1994, Bayou again diluted
      its interest in TFC from 36% to 8.4% when it transferred shares in
      TFC to the former managing director of Solmecs in lieu of repayment
      of debt owed by Solmecs.

    During the period ending September 30, 1991, Bayou made an offer to
      the minority shareholders of Solmecs to exchange their share in
      Solmecs for shares in Bayou at the rate of 1,100 shares of Bayou for
      each share of Solmecs. Effective date of the closing of this
      transaction was January 2, 1992, the date upon which all acceptances
      (written and/or verbal) were received. Total number of shares issued
      on May 8, 1992 in connection with this transaction was 3,976,800.

    Bayou is primarily engaged in the research and development of high
      efficiency, low pollution or pollution-free products and technologies
      in the energy conversion and conservation fields through its 100%-
      owned subsidiary, Solmecs.


(2) Accounts Receivable

    Accounts Receivable at March 31, 1996, June 30, 1995 and March 31,
      1995 include:

<TABLE>
<CAPTION>
                                                                  (in Australian Dollars)
                                                                      (000's omitted)

                                                     March 31,            June 30,           March 31,
                                                        1996                1995               1995
                                                                                
<S>                                              <C>                 <C>                 <C>
 Miscellaneous Receivables                       $              89   $             170   $             128

    Less Allowance for Doubtful Account                         --                  84                  82

        Net                                      $              89   $              86   $              46
</TABLE>

<PAGE>
<PAGE> F-7
                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
                      March 31, 1996 and June 30, 1995
                             and March 31, 1995


(3) Investments

    Investments at March 31, 1996, June 30, 1995 and March 31, 1995 are
      valued at the lower of cost or market and include the following:

<TABLE>
<CAPTION>
                                                                  (in Australian Dollars)
                                                                      (000's omitted)

                                                     March 31,            June 30,           March 31,
                                                        1996                1995               1995
<S>                                              <C>                 <C>                 <C>
         Investments                                                            

         Various Listed Marketable
           Securities                            $               1   $               1   $               1
         Solmecs Investment in Bayou
           International Ltd.                                   --                  50                  14

                                                 $               1   $              51   $              15
</TABLE>


(4) Property

    Property at March 31, 1996, June 30, 1995 and March 31, 1995 includes:

<TABLE>
<CAPTION>

                                                                  (in Australian Dollars)
                                                                      (000's omitted)

                                                     March 31,            June 30,           March 31,
                                                        1996                1995               1995
<S>                                             <C>                 <C>                 <C>
                                                                                
         Office Furniture & Equipment            $            209    $            223    $            234 
         Motor Vehicles                                        72                  90                  99 
                                                              281                 313                 333 

         Less Accumulated Depreciation                       (223)               (230)               (252)

                                                 $             58    $             83    $             81 
                                                                                      
</TABLE>

<PAGE>
<PAGE> F-8
                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
                      March 31, 1996 and June 30, 1995
                             and March 31, 1995


(5) Short Term and Long Term Debt

    The following is a summary of Bayou's borrowing arrangements as of
      March 31, 1996, June 30, 1995 and March 31, 1995.

<TABLE>
<CAPTION>
                                                                  (in Australian Dollars)
                                                                      (000's omitted)

                                                     March 31,            June 30,           March 31,
                                                        1996                1995               1995
<S>                                              <C>                 <C>                 <C>
 Long-Term

 Loan from corporations affiliated with
   the President of Bayou. Interest accrues
   at ANZ Banking Group, Ltd. rate for
   overdrafts over $100,000. Repayment
   of loan not required before June 30,
   1996.                                         $          1,790    $             788   $             630

      Total Long-Term                                       1,790                  788                 630

 Short-Term

 Overdraft arrangement with balance
   accruing interest                                            17                  73                  39

      Total Short-Term                                          17                  73                  39

        Total                                    $           1,807   $             861   $             669
</TABLE>

(6) Affiliate Transactions

    Bayou advances to and receives advances from various affiliates. All
      advances between consolidated affiliates are eliminated in
      consolidation. At March 31, 1996, the Company had no outstanding
      advances to unconsolidated affiliated companies, and had received
      advances from unconsolidated affiliated companies totalling $630,000.

    During the year ended June 30, 1991, Solmecs reduced its holding in
      one of its subsidiaries through the sale of a part of its holding and
      the issuance of additional shares by the subsidiary. As a result of
      the sale, Solmecs received a capital note amounting to $1,106,000,
      which is collectable only upon liquidation of the subsidiary. During
      the year ended June 30, 1992, management of Solmecs elected to fully
      provide for the entire balance of the capital note. The decision to
      fully provide was based on lack of profitability and the financial
      stability of the note maker. During the year ended June 30, 1994,
      Solmecs agreed to convert the capital note to equity in the former
      subsidiary. The transaction was reflected as a recovery of bad debt
      and subsequent write down 

<PAGE>
<PAGE> F-9
                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
                      March 31, 1996 and June 30, 1995
                             and March 31, 1995

(6) Affiliate Transactions (continued)

      of the valuation of the equity shares. In addition, Solmecs agreed to
      convert advances totalling US $345,927 made to TFC to equity. The
      transaction was given the same accounting treatment as noted above.

    During the year ending June 30, 1993, an affiliated company converted
      $1,000,000 of its advances to Bayou to equity through the issuance of
      5,000,000 shares of Common Stock at par, $.20 per share.

    During the year ending June 30, 1994, an affiliated company converted
      $1,971,959 of its advances to Bayou to equity through the issuance of
      9,589,795 shares of Common Stock at par, $.20 per share.

    During the year ended June 30, 1995, a former employee and director of
      Solmecs agreed to forgive certain sums due him and other former
      subsidiaries in exchange for shares of the former subsidiaries that
      Bayou held. Total forgiveness totaled $116,000.


(7) Joint Venture Agreement

    Bayou was engaged in negotiations with affiliates of a leading
      educational institution ("Institution") in the United States, for a
      joint venture to build ETGAR 5, an industrial scale co-generation
      demonstration plant utilizing Solmecs' research and development in
      the area of Liquid Metal Magneto-Hydro-Dynamics ("LMMHD") Energy
      Conversion Technology ("ECT"). The initial funding for the joint
      venture would have been from grant funds from the US Department of
      Defense Appropriations Act of 1993.

    In July, 1993, the Institution with the assistance of Bayou submitted
      a research proposal to the Department of Defense with respect to a
      30-month research program which would have constituted the next stage
      of the ETGAR Program.

    The Department of Defense's funding appropriation expired before the
      Department of Defense completed its review of the research proposal.
      Bayou is currently seeking other public and private sources of
      funding to continue the development of its LMMHD technology; however,
      there can be no assurances that such funding will be available to
      Bayou.

<PAGE>
<PAGE> F-10
                  BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
                      March 31, 1996 and June 30, 1995
                             and March 31, 1995

(8) Prior-Period Adjustments

    The accompanying financial statements have been restated to correct
      errors in the calculation of Goodwill Amortization. The effect of the
      restatement was to increase the net losses for the following fiscal
      years ending:
<TABLE>
<CAPTION>
                                           (in Australian Dollars)
                                               (000's omitted)
             <S>                                 <C>
             June 30, 1992                       $ 24
             June 30, 1993                       $ 97
             June 30, 1994                       $ 96
</TABLE>

<PAGE>
<PAGE> F-11

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

FUND COSTS CONVERSION

The consolidated statements of income and other financial and operating
data contained elsewhere herein and the consolidated balance sheets and
financial results have been reflected in Australian dollars unless
otherwise stated.

The following table shows the average rate of exchange of the Australian
dollar as compared to the US dollar during the periods indicated:

           9 months ended March 31, 1995 A$1.00 = U.S. $0.7340
           9 months ended March 31, 1996 A$1.00 = U.S. $0.7803

RESULTS OF OPERATIONS

Nine Months Ended March 31, 1996 vs. Nine Months Ended March 31, 1995.

Revenue was A$156,000 for the nine months ended March 31, 1996 compared to
A$50,000 for the nine months ended March 31, 1995. The two major components
for the nine months ended March 31, 1996 were as follows:

a)  interest received of A$86,000 which relates to a debt that was repaid
    during the period. Interest had not been accrued on this debt as the
    Company had previously believed that it would not be able to collect
    this debt.

b)  a grant of A$70,000 received from ILZRO in regard to ongoing research.
    There were no comparable amounts for the nine months ended March 31,
    1995.

Costs and expenses decreased from A$846,000 in the nine months ended March
31, 1995 to A$811,000 in the nine months ended March 31, 1996. The decrease
is as a net result of:

a)  the increase in interest expense from A$29,000 for the nine months
    ended March 31, 1995 to A$132,000 for the nine months ended March 31,
    1996 as a result of an increase in long term interest bearing debt.

b)  the decrease in legal, accounting and professional expense from
    A$103,000 for the nine months ended March 31, 1995 to A$38,000 for the
    nine months ended March 31, 1996 as a result of the reduction of
    legal work necessary in respect of the negotiations with affiliates of
    Johns Hopkins University for a joint venture to build ETGAR 5 and the
    ongoing activities of the Corporation.

c)  a decrease in research and development costs from A$97,000 in the nine
    months ended March 31, 1995 to A$38,000 for the nine months ended
    March 31, 1996 as Solmecs utilised existing laboratory supplies which
    reduced the expense of purchasing further supplies.

As a result of the foregoing the loss from operations decreased from
A$796,000 for the nine months ended March 31, 1995 to A$655,000 for the
nine months ended March 31, 1996.

<PAGE>
<PAGE> F-12


The Company realised a foreign exchange loss of A$538,000 for the nine
months ended March 31, 1996 compared to a foreign currency exchange loss of
A$47,000 for the nine months ended March 31, 1995.

In the prior year the Company recorded a gain of A$116,000 on the disposal
of a significant portion of its investment in Solmecs Flo Ice Limited
("SFI") and TFC. During that period the Company entered into an agreement
with the former Managing Director of Solmecs whereby Solmecs was released
from liabilities to SFI, TFC and the former Managing Director of Solmecs
and in exchange the Company agreed to transfer 16.7% in SFI and 24% in TFC
to the former Managing Director of Solmecs. The Company made a decision to
concentrate on the LMMHD project which is the property of Solmecs and did
not wish to invest any funds or the time of its executives on the
activities of SFI and TFC. As a result the Company was prepared to dispose
of the above-mentioned interests in SFI and TFC. There was no such disposal
in fiscal 1996.

A debt owed to a subsidiary company was repaid during the nine months ended
March 31, 1996. The subsidiary company had previously believed that it
would not be able to collect this receivable and had provided for the
amount as a doubtful debt. As a result of the repayment, the subsidiary
company recorded a gain of A$81,000. There was no comparable amount in the
prior period.

As a result the Company recorded a loss before income tax and amortisation
of goodwill of A$1,099,000 for the nine months ended March 31, 1996
compared to a loss of A$727,000 for the nine months ended March 31, 1995.

Amortisation of goodwill amounted to A$400,000 for the nine months ended
March 31, 1996 compared to A$399,000 for the nine months ended March 31,
1995.

As a result of the foregoing the net loss amounted to A$1,499,000 for the
nine months ended March 31, 1996 compared to a net loss of A$1,126,000 for
the nine months ended March 31, 1995.

The Company was not required to pay Australian income tax for the nine
months ended March 31, 1996 and 1995.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1996 the Company had short term obligations of A$309,000
consisting of:

a)  bank overdraft and short term notes of A$17,000

b)  accounts payable and accrued expenses of A$292,000

The Company had long term obligations of A$1,790,000 at March 31, 1996.

The Company anticipates that it will be able to defer repayment of certain
of its short term loan commitments until it has sufficient liquidity to
enable these loans to be repaid of which there can be no assurance. In
addition the Company has historically relied upon loans and advances from
affiliates to meet a significant portion of the Company's cash flow
requirements which the Company believes based on discussions with such
affiliates will continue to be available during fiscal 1996 and 1997 of
which there can be no assurance.

<PAGE>
<PAGE> F-13

The Company will still be required to supply funding to Solmecs in order to
complete the development of the next stage of the LMMHD project.

Other than the arrangements noted above the Company has not confirmed any
further arrangements for ongoing funding. As a result the Company may be
required to raise funds for additional debt or equity offerings and/or
increased revenues from operations in order to meet its cash flow
requirements during the forthcoming year of which there can be no
assurance.

<PAGE>
<PAGE> F-14

                                  PART II



Item 1.    LEGAL

           Not Applicable


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

           The Company did not file any Reports on Form 8-K during the nine
           months ended March 31, 1996.

<PAGE>
<PAGE> F-15

                                (FORM 10-Q)

                                 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 authorised.

                                    BAYOU INTERNATIONAL, LTD.



                                    By:    /s/ Joseph I. Gutnick        
                                          Joseph I. Gutnick, Chairman of
                                          the Board President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)



Dated:  July 12, 1996               By:    /s/ Peter Lee                
                                          Peter Lee, Director and Chief
                                          Financial Officer
                                          (Principal Financial Officer)






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM 10-Q OF BAYOU INTERNATIONAL LTD. FOR THE QUARTER ENDED MARCH 31, 1996 
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER>                    1,000
<CURRENCY>                      Australian dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-mos
<FISCAL-YEAR-END>               JUN-30-1996
<PERIOD-END>                    MAR-31-1996
<EXCHANGE-RATE>                 .7803
<CASH>                          120
<SECURITIES>                    1
<RECEIVABLES>                   89
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                210
<PP&E>                          58
<DEPRECIATION>                  0
<TOTAL-ASSETS>                  934
<CURRENT-LIABILITIES>           309
<BONDS>                         1,709
           0
                     0
<COMMON>                        9,388
<OTHER-SE>                      (10,553)
<TOTAL-LIABILITY-AND-EQUITY>    934
<SALES>                         0
<TOTAL-REVENUES>                156
<CGS>                           0
<TOTAL-COSTS>                   0
<OTHER-EXPENSES>                811
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              0
<INCOME-PRETAX>                 (1,099)
<INCOME-TAX>                    (0)
<INCOME-CONTINUING>             (1,099)
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    (1,499)
<EPS-PRIMARY>                   (.03)
<EPS-DILUTED>                   (.03)
        


</TABLE>


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