<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2O549
FORM 1O-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- --------------
Commission File Number 0-16097
BAYNET, LTD
FORMERLY
BAYOU INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
Delaware 98-0079697
(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
210 Kings Way South Melbourne, Victoria, 3205 Australia
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 9234 - 1100
--------------------------
Securities registered pursuant to Section 12(b) of the Act :
Title of each class Name of each exchange
on which registered
N/A N/A
--- ---
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
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 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 restraint 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 6,347,089
outstanding shares of Common Stock as of December 31, 1999.
1
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.
The interim financial statements included here in have been prepared by
Baynet, 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, 1999.
Effective February 1, 2000 the Company changed its name to Baynet, Ltd.
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 December 31, 1999 and December 31, 1998, the results of its
operations for the three and six month periods ended December 31, 1999 and
December 31, 1998, and the changes in its cash flows for the three and six month
periods ended December 31, 1999 and December 31, 1998, have been included. The
results of operations for the interim periods are not necessarily indicative of
the results for the full year.
The results of the Company's operations for the six months ended
December 31, 1998 were effected by the sale, on July 8, 1998 of the Company's
sole operating subsidiary, Solmecs Corporation N.V. ("Solmecs"), in exchange for
an approximate 24% interest in the acquirer. The results of operations of
Solmecs are presented in the consolidated financial statements as discontinued
operations. The results for previous periods have been restated accordingly.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.
2
<PAGE> 3
BAYNET, LTD. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1999 and June 30, 1999
and December 31, 1998
(Unaudited)
ASSETS
------
<TABLE>
<CAPTION>
A $000's A $000's A $000's
Dec 31 June 30 Dec 31
1999 1999 1998
-------- --------- --------
<S> <C> <C> <C>
Current Assets:
Cash 1 1 1
Total Current Assets 1 1 1
Other Assets:
Investments 661 661 4,516
Organisational Costs, net 1 1 1
Total Other Assets 662 662 4,517
Total Assets 663 663 4,518
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts Payable and Accrued Expenses 385 296 228
Total Current Liabilities 385 296 228
Long-Term Debt 7 4,006 3,836
Total Liabilities 392 4,302 4,064
Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorised,
6,347,089 issued and outstanding 1 9,388 9,388
less Treasury Stock at Cost, 50,000 shares (20) (20) (20)
Additional Paid-in-Capital 25,055 11,592 11,592
Accumulated other Comprehensive Loss (5,844) (5,844) (1,989)
Retained Deficits (18,921) (18,755) (18,517)
Total Stockholders' Equity (Deficit) 271 (3,639) 454
Total Liabilities and
Stockholders' Equity 663 663 4,518
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
BAYNET, LTD. AND SUBSIDIARY
Consolidated Statements of Operations
Three Months Ended December 31 1999 and 1998
and six months ended December 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
A$000's A$000's A$000's A$000's
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
Dec 31 Dec 31 Dec 31 Dec 31
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Other Income: -- -- -- --
--------------------------------------------
-- -- -- --
--------------------------------------------
Costs and Expenses:
Interest Expense: 7 80 65 157
Legal, Accounting & Professional 7 1 11 16
Administrative 60 22 90 77
--------------------------------------------
74 103 166 250
--------------------------------------------
Loss from Operations: (74) (103) (166) (250)
Foreign Currency Exchange Gain (Loss) -- -- -- --
--------------------------------------------
-- -- -- --
--------------------------------------------
Income (Loss) before Income Tax (74) (103) (166) (250)
Provision for Income Tax -- -- -- --
--------------------------------------------
Net Income (Loss) (74) (103) (166) (250)
--------------------------------------------
Earnings Per Common Equivalent Share (.01) (.00) (.01) (.01)
From Continuing Operations
--------------------------------------------
Total (.01) (.00) (.01) (.01)
--------------------------------------------
6,347 46,942 19,879 46,942
Weighted Number of Common Equivalent
Shares Outstanding
--------------------------------------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
BAYNET, LTD. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
December 31, 1999 and June 30, 1999
and December 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Shares Common Treasury Paid in Accumulated
------ Stock Stock at Capital Retained Other
Amount Cost (Deficit) Earnings Comprehensive
------ ---- --------- -------- Loss
----
000's A$000's A$000's A$000's A$000's
A$000's
<S> <C> <C> <C> <C> <C> <C>
Balance June 30, 1997 46,942 9,388 -- 11,592 (24,051) (435)
Net income six months ending -- -- -- -- 427 --
12-31-97
Foreign Currency Translation -- -- -- -- -- (1,072)
-------------------------------------------------------------------
Balance December 31, 1997 46,942 9,388 -- 11,592 (23,624) (1,507)
Net income six months ending -- -- -- -- 5,357 --
6-30-98
Foreign Currency Translation -- -- -- -- -- (482)
Acquisition of Treasury Stock
at Cost, 50,000 Shares -- -- (20) -- -- --
-------------------------------------------------------------------
46,942 9,388 (20) 11,592 (18,267) (1,989)
Balance June 30, 1998
Net Income six months ending -- -- -- -- (250) --
12-31-98
-------------------------------------------------------------------
46,942 9,388 (20) 11,592 (18,517) (1,989)
Balance December 31, 1998
Net income six months ending -- -- -- -- (238) --
6-30-99
Net unrealised loss on -- -- -- -- -- (3,855)
marketable securities
-------------------------------------------------------------------
Balance June 30, 1999 46,942 9,388 (20) 11,592 (18,755) (5,844)
20 for 1 Reverse Stock Split (44,595) (9,387) -- 9,387 -- --
Issuance of 4,000,000 shares
in lieu of debt repayment 4,000 -- -- 4,076 -- --
Net Income six months ending -- -- -- -- (166) --
12-31-99
-------------------------------------------------------------------
Balance December 31, 1999 6,347 1 (20) 25,055 (18,921) (5,844)
-------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
BAYNET, LTD. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1999 and 1998
and Year Ended June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
A $000's A $000's A $000's
6 Months Year 6 Months
Ended Ended Ended
Dec 31 June 30 Dec 31
1999 1999 1998
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) (166) (488) (250)
Adjustments:
Foreign Currency Translation -- -- --
Depreciation and Amortisation -- -- --
Loss on Disposition of Assets -- -- --
Change Net of Effects of Subsidiary
Acquisitions:
Accounts Receivable -- -- --
A/P and Accrued Liabilities 89 67 (1)
Net Cash Provided (Used) in Continuing Operations (77) (421) (251)
CASH FLOW FROM INVESTING ACTIVITIES:
Investment in Treasury Stock -- -- --
Investment in Subsidiary -- -- --
Net Cash Provided (Used) in Investing Activities -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing under Credit Line Arrangements -- -- --
Net Borrowing from Affiliates 77 421 (251)
Net Borrowings -- -- --
Net Cash Provided by Financing Activities 77 421 (251)
Net Increase (Decrease) in Cash -- -- --
Cash at Beginning of Year 1 1 1
Cash at End of Year 1 1 1
Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment $ 4,076 -- --
Interest Paid (Net Capitalised) 7 321 157
Income Tax Paid $ -- -- --
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
6
<PAGE> 7
BAYNET, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1999, June 30, 1999 and
December 31, 1998
(1) ORGANISATION
- -----------------
Baynet, Ltd. (Baynet) is incorporated in the State of Delaware. The principal
shareholder of Baynet is Edensor Nominees Proprietary Limited (Edensor), an
Australian corporation. Edensor owned 78.8% of Baynet as of December 31, 1999.
Baynet acquired a controlling interest on September 3, 1987 in former
subsidiary, Solmecs Corporation N.V. ("Solmecs") and 100% ownership on January
2, 1992. Baynet sold its interest in Solmecs effective June 5, 1998.
During fiscal 1998, Baynet incorporated a further subsidiary, Bayou Australia
Pty Ltd, under the laws of Australia. Bayou Australia Pty Ltd has not traded at
December 31, 1999.
On February 1, 2000 Bayou changed its name to Baynet, Ltd. The change in name is
based on the direction the Company wishes to proceed in in the future, being an
internet based business.
(2) INVESTMENT SECURITIES
- --------------------------
The following is a summary of Investment Securities at December 31, 1999, June
30, 1999 and December 31, 1998:
A$000's A$000's A$000's
Dec 31 June 30 Dec 31
1999 1999 1998
---- ---- ----
Investment Cost Method 4,516 4,516 --
Trading Securities:
Marketable Equity
Securities, at cost -- -- --
Gross Unrealised Gains -- -- --
Gross Unrealised Losses (3,855) (3,855) --
Marketable Equity Securities,
at fair value 661 661 --
The investment using this cost method is carried at cost. Dividends received
from the investment carried at cost are included in other income. Dividends
received in excess of the Company's proportionate share of accumulated earnings
("return of capital dividends") are applied as a reduction of the cost of the
investment.
7
<PAGE> 8
BAYNET, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1999, June 30, 1999 and
December 31, 1998
(3) SHORT TERM AND LONG TERM DEBT
- -----------------------------------
The following is a summary of Bayou's borrowing arrangements as of December 31,
1999, June 30, 1999 and December 31, 1998.
A$000's A$000's A$000's
Dec 31 June 30 Dec 31
Long-Term 1999 1999 1998
- --------- ---- ---- ----
Loan from corporations affiliated with the
President of Baynet. Interest accrues
at the ANZ Banking Group Limited rate
+ 1% for overdrafts over $100,000.
Repayment of loan not required
before June 30, 2000. (1)(2) 7 4,006 3,294
Total Long-Term 7 4,006 3,292
Short-Term
Overdraft arrangement with
balance accruing interest -- -- --
Notes Payable - Affiliates -- -- --
Total Short-Term -- -- --
Total 7 4,006 3,294
(1) Repaid on October 7, 1999 through the issuance of 4,000,000 post split
shares. Balance at the date of the stock issuance was approximately
$4,076,000. $7000 represents subsequent borrowings.
(2) Repaid on January 20, 2000 partly through the issuance of 8,000,000
options to purchase shares of the Company. The balance of the loan at
the date of the option issuance was approximately $8,000.
8
<PAGE> 9
BAYNET, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1999, June 30, 1999 and
December 31, 1998
(4) AFFILIATE TRANSACTIONS
- ---------------------------
Baynet advances to and receives advances from various affiliates. All advances
between consolidated affiliates are eliminated on consolidation. At December 31,
1999, Baynet had no outstanding advances to or from unconsolidated affiliated
companies. $314,000, $275,000 and $220,000 of accounts payable for the years
shown is due to an affiliated management company.
(5) SALE OF SOLMECS
- --------------------
Pursuant to a stock purchase agreement dated as of June 5, 1998, the Company
acquired 499,701 shares in SCNV Acquisition Corp ("SCNV"), representing
approximately 24% of the issued and outstanding share capital of SCNV, in return
for the whole of the share capital of Solmecs Corporation N.V., a Netherlands
Antilles company which prior to the exchange was formerly a wholly owned
subsidiary of the Company. The 499,701 shares has been valued at US$2,800,000 or
A$4,516,000 and will be accounted for using the cost method because the Company
does not exercise significant influences over SCNV's operating and financial
activities (see note 4). The sale resulted in a gain of $5,899,000 which is
included in other income.
SCNV is a Delaware corporation established May 1997 to select, develop and
commercially exploit proprietary technologies, in various stages of development,
invented primary by scientists who immigrated to Israel from and by scientists
and institutions in Russia and other countries that formerly comprised the
Soviet Union. Simultaneously with the SCNV stock acquisition by the Company,
SCNV completed an initial public offering of common stock and warrants which
resulted in gross proceeds of approximately US$5,900,000.
The Company has been granted certain demand and "piggyback" registration rights
with respect to the SCNV shares. Notwithstanding the foregoing, the Company has
agreed not to sell, grant options for sale or assign or transfer any of the SCNV
shares, for a period of 24 months from the closing of the ("Lock-up") agreement,
provided, however, that under certain circumstances, the Company shall have the
right to distribute the SCNV shares pro rata to its stockholders and provide
further that the recipients will take such shares subject to the remaining term
of the lock-up. The Company does not currently have any plans to distribute the
SCNV shares to its stockholders.
(6) INCOME TAXES
- ------------------
Baynet files its income tax returns on an accrual basis. Baynet has carry
forward losses of approximately US$14 million as of June 30, 1999 which expire
in the years 1999 through 2012. Due to the uncertainty as to realisation of
these losses, a valuation allowance of US$4.7 million has been recorded to off
set the tax benefit of the carry forward losses.
(7) CHANGES IN STOCKHOLDERS' EQUITY
- ------------------------------------
On July 17, 1999 Baynet amended its Articles of Incorporation to reduce the
$0.15 par value common stock to $0.0001 par value and authorise the issue of a
total of twenty-five million (25,000,000) shares of common stock, no par value
per share.
At the same time Baynet adopted a resolution to effect a one for twenty reverse
stock split. Each of Baynet's $0.0001 issued and outstanding shares of common
stock, par value $0.15 (A$0.20) as of July 17, 1999 were converted and
reclassified into one twentieth (1/20) of a share of common stock, $0.0001 par
value. This reverse stock split became effective September 1, 1999.
On October 7, 1999 Baynet authorised the issuance effective December 31, 1999 of
4,000,000 shares of its previously unissued stock to a company of which the
President of Baynet is a director and shareholder, in lieu of repayment of the
debt described in note (3). Balance due at the stock issuance was approximately
A$4,076,000.
On January 20, 2000 the Board of Directors authorised the issuance of 8,000,000
options to purchase previously unissued shares, to a company of which the
President of Baynet is a director and shareholder, partly in lieu of repayment
of the debt in note (3). Balance at the date of issuance of options was
approximately $8000. Options are exercisable after two years, for a period of
three years, at US$1.00 per share.
(8) GOING CONCERN
- ------------------
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Baynet and Solmecs as a going concern. However, Baynet has
sustained recurring losses. In addition, Baynet has no net working capital,
which raises substantial doubts as to its ability to continue as going concerns.
Baynet 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 or other arrangements to be put in place.
In addition Baynet has historically relied on loans and advances from
corporations affiliated with the President of Baynet. Based on discussions with
these affiliate companies and the President. Baynet believes this source of
funding will continue to be available.
Other than the arrangements noted above, Baynet has not confirmed any other
arrangements for ongoing funding. As a result Baynet may be required to raise
funds by additional debt or equity offerings in order to meet its cash flow
requirements during the forthcoming year.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
NEW BUSINESS OPPORTUNITY
The Company is investigating internet opportunities in the area of medical
research and mining and exploration.
FUND COSTS CONVERSION
The consolidated statements of income and other financial and operating data
contained elsewhere here in 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:
6 months ended December 31, 1998 A$1.00 = U.S. $.6115
6 months ended December 31, 1999 A$1.00 = U.S. $.6531
RESULTS OF OPERATION
SIX MONTHS ENDED DECEMBER 31, 1999 VS. SIX MONTHS ENDED DECEMBER 31 1998.
Costs and expenses decreased from A$250,000 in the six months ended December 31,
1998 to A$166,000 in the six months ended December 31, 1999. The increase is a
net result of:
a) a decrease in interest expense from A$157,000 for the six months ended
December 31, 1998 to A$65,000 for the six months ended December 31,
1999 as a result of the reduction in long term debt of the Company
through the issuance of shares in lieu of payment.
b) the decrease in legal accounting and professional expense from A$16,000
for the six months ended December 31, 1998 to A$11,000 for the six
months ended December 31, 1999.
c) the increase in administrative costs including salaries from A$77,000
in the six months ended December 31, 1998 to A$90,000 in the six months
ended December 31, 1999.
As a result of the foregoing, the loss from operations decreased from A$250,000
for the six months ended December 31, 1998 to A$166,000 for the six months ended
December 31, 1999.
The net loss was A$166,000 for the six months ended December 31, 1999 compared
to a net loss of A$250,0000 for the six months ended December 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999 the Company had short-term obligations of A$385,000
comprising accounts payable and accrued expenses.
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 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 1999 and 2000.
On October 7, 1999 Baynet authorised the issuance effective December 31, 1999 of
4,000,000 shares of its previously unissued stock to a company of which the
President of Baynet is a director and shareholder, in lieu of repayment of the
debt described in note (3). Balance due at the stock issuance was approximately
A$4,076,000.
On January 20, 2000 the Board of Directors authorised the issuance of 8,000,000
options to purchase previously unissued shares, to a company of which the
President of Baynet is a director and shareholder, partly in lieu of repayment
of the debt in note (3). Balance at the date of issuance of options was
approximately $8000. Options are exercisable after two years for a period of
three years at US$1.00 per share.
Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company may be required to
raise funds from additional debt or equity offerings and/or increase the
revenues from operations in order to meet its cash flow requirements during the
forthcoming year.
10
<PAGE> 11
CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain information contained in this Form 10-Q is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including the strength of the domestic and foreign
economies, slower than anticipated completion of research and development
projects and movements in the foreign exchange rate. Additional information
which could affect the Company's financial results is included in the Company's
Form 10-K on file with the Securities and Exchange Commission.
11
<PAGE> 12
PART II
Item 1. LEGAL
Not Applicable
Item 5. OTHER INFORMATION
(i) Pursuant to an Action by Written Consent dated September
27, 1999, stockholders owning at least a majority of the
issued and outstanding shares of common stock of the
Company adopted the following resolutions:
... a resolution approving the change in the
Company's name from Bayou International, Ltd. to
"Baynet, Ltd."
(ii) Pursuant to an Action by Written Consent dated December 3,
1999, Stockholders owning at least a majority of the issued
and outstanding shares of common stock of the Company
adopted the following resolution:
"a resolution approving the election of the following
directors:
o Joseph Isaac Gutnick
o Marcus Nathan Solomon
o David Stuart Tyrwhitt
o Peter James Lee
o Ian Rene Currie
o David Henry Simcox"
(iii) On January 20, 2000, the Company issued to Edensor Nominees Pty
Ltd ("Edensor"), a company affiliated with Mr. J. I. Gutnick,
President of the Company, 8 million options over fully paid
shares in the capital of the Company, at an issue price of
US$0.01 per option and an exercise price of US$1.00 per
option. The options have a term of 5 years with a non-exercise
period of 2 years, provided that subject to further board
approval Edensor may, either directly or indirectly, exercise
options in the case of a further requirement of the Company to
raise working capital during the initial two year period.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports
The Company did not file any Report on Form 8-K during the
three months ended December 31, 1999.
(b) Exhibits
1. Amendment to Certificate of Incorporation.
12
<PAGE> 13
(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 thereinto duly authorised.
BAYNET, LTD.
By: /s/ Joseph I. Gutnick
-----------------------------------
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Dated: February 15, 2000 By: /s/ Peter Lee
-----------------------------------
Peter Lee
Peter Lee, Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANICAL INFORMATION EXTRACTED FROM THE
REPORT ON FORM 10-Q OF BAYNET, LTD FOR THE QUARTER ENDED DECEMBER 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> AUSTRALIAN DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> .6531
<CASH> 1
<SECURITIES> 661
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 663
<CURRENT-LIABILITIES> 385
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 25,035
<TOTAL-LIABILITY-AND-EQUITY> 663
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 101
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (166)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BAYOU INTERNATIONAL, LTD.
(UNDER SECTION 242 OF THE GENERAL CORPORATION LAW)
BAYOU INTERNATIONAL, LTD., a corporation organised and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
FIRST: The name of the corporation is Bayou International, Ltd.
SECOND: The Certificate of Incorporation is hereby amended by striking
out Article "VIII" thereof and by substituting in lieu of said
Article the following provisions.
"VIII. The corporation shall be authorised to issue a total or
twenty-five million (85,000,000) shares of Common Stock, par
value $.0001 per share.
Each of the Corporation's issued and outstanding shares of Common
Stock, par value $.15 per share as of the date of this
Certificate of Amendment shall be converted and reclassified into
one twentieth (1/20) of one share of Common Stock, par value
$.0001 per share, and fractional shares shall be rounded up to
the nearest whole share."
Third: The Amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions
of Sections 228 and 242 of the General Corporations Law of the
State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
17th day of July, 1999.
ATTEST:
/s/ David H. Simcox /s/ Peter J. Lee
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David H. Simcox Peter J. Lee
Director Director & Secretary
A-1
