<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 2O549

                                  FORM 10-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    March 31, 2000 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 March 31, 2000.


<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 March 31, 2000 and March 31, 1999, the results of its
operations for the three and nine month periods ended March 31, 2000 and March
31, 1999, and the changes in its cash flows for the three and nine month periods
ended March 31, 2000 and March 31, 1999, 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 nine months ended March
31, 1999 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.




<PAGE>   3





DAVID T
      THOMPSON P.C.                                  CERTIFIED PUBLIC ACCOUNTANT

                          INDEPENDENT AUDITOR"S REPORT

To the Board of Directors and Stockholders of Baynet, Ltd

I have reviewed the accompanying balance sheets of Baynet, Ltd as of March 31,
2000 and 1999, and the related statements of operations, stockholders' equity,
and cash flows for the three months and nine months ended March 31, 2000, and
1999. These financial statements are the responsibility of the management of
Baynet, Ltd.

I conducted my review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
statements consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
make to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.


Salt Lake City, Utah
April 27, 2000                                 /s/ David T. Thompson
                                               ----------------------

                P.O. Box 571605, Murry, Utah 84157 (801) 966 9481


<PAGE>   4


                         BAYNET, LTD. AND SUBSIDIARY
                         Consolidated Balance Sheets
                       March 31, 2000 and June 30, 1999
                              and March 31, 1999
                                 (Unaudited)
                                    ASSETS
                                    ------
<TABLE>
<S>                                                                 <C>               <C>               <C>

                                                                       A $000's         A $000's         A $000's
                                                                        Mar 31           June 30           Mar 31
                                                                          2000              1999             1999
                                                                    ----------         ---------         --------
Current Assets:
Cash                                                                         8                1                 1

                                                                    ---------------------------------------------
Total Current Assets                                                         8                1                 1

Other Assets:                                                       ---------------------------------------------
Investments                                                              4,115              661             4,516
Organisational Costs, net                                                    1                1                 1

                                                                    ---------------------------------------------
Total Other Assets                                                       4,116              662             4,517

                                                                    ---------------------------------------------
Total Assets                                                             4,124              663             4,518

                                                                    =============================================

</TABLE>
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

 <TABLE>
<S>                                                                 <C>                  <C>                <C>
Current Liabilities:
Accounts Payable and Accrued Expenses                                      348              296               253
                                                                    ---------------------------------------------

Total Current Liabilities                                                  348               296              253
                                                                    ---------------------------------------------

Long-Term Debt                                                              10             4,006            3,913
                                                                    ---------------------------------------------
Total Liabilities                                                          358             4,302            4,166
                                                                    ---------------------------------------------
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                                              25,175            11,592           11,592
Accumulated other Comprehensive Loss                                    (2,390)           (5,844)          (1,989)
Retained Deficits                                                      (19,000)          (18,755)         (18,619)
                                                                    ---------------------------------------------


Total Stockholders' Equity (Deficit)                                     3,766            (3,639)             352
                                                                    ---------------------------------------------
Total Liabilities and
Stockholders' Equity                                                     4,124               663            4,518
                                                                    =============================================

</TABLE>








                     The accompanying notes are an integral
                      part of these consolidated financial
                                   statements.
                         See Accountants Review Report.


<PAGE>   5


                          BAYNET, LTD. AND SUBSIDIARY
                     Consolidated Statements of Operations
                   Three Months Ended March 31 2000 and 1999
                 and nine months ended March 31, 2000 and 1999
                                  (Unaudited)
<TABLE>
<S>                                          <C>                       <C>                 <C>                <C>

                                                        A$000's             A$000's            A$000's         A$000's
                                                          Three               Three               Nine            Nine
                                                         Months              Months             Months          Months
                                                          Ended               Ended              Ended           Ended
                                                         Mar 31              Mar 31             Mar 31          Mar 31
                                                           2000                1999               2000            1999
                                                           ----                ----               ----            ----
Revenues:
Other Income:                                                -                    -                  -               -
                                              ------------------ ------------------- ------------------ ---------------

                                                             -                    -                  -               -
                                              ------------------ ------------------- ------------------ ---------------

Costs and Expenses:
Interest Expense:                                            8                 80                  73              237
Legal, Accounting & Professional                            40                  7                  51               23
Administrative                                              31                 15                 121               92
                                              ------------------ ------------------- ------------------ ---------------

                                                            79                102                 245              352
                                              ------------------ ------------------- ------------------ ---------------

Loss from Operations:                                      (79)              (102)               (245)            (352)

Foreign Currency Exchange Gain (Loss)                        -                    -                  -               -
                                              ------------------ ------------------- ------------------ ---------------
                                                             -                    -                  -               -
                                              ------------------ ------------------- ------------------ ---------------

Income (Loss) before Income Tax                            (79)               (102)              (245)            (352)
Provision for Income Tax                                     -                    -                  -               -
                                              ------------------ ------------------- ------------------ ---------------

Net Income (Loss)                                          (79)               (102)              (245)            (352)
                                              ================== =================== ================== ===============

Earnings Per Common Equivalent Share From                 (.01)               (.00)              (.02)             (.01)
Continuing Operations (cents per share)
                                              ================== =================== ================== ===============

Total (cents per share)                                   (.01)               (.00)              (.02)             (.01)

                                              ================== =================== ================== ===============
                                                         6,347              46,942             15,368            46,942
Weighted Number of Common Equivalent Shares
Outstanding 000's
                                              ================== =================== ================== ===============


</TABLE>

















                     The accompanying notes are an integral
                      part of these consolidated financial
                                   statements.
                         See Accountants Review Report.

<PAGE>   6


                          BAYNET, LTD. AND SUBSIDIARY
                Consolidated Statements of Stockholders' Equity
                        March 31, 2000 and June 30, 1999
                               and March 31, 1999
                                  (Unaudited)
<TABLE>
<S>                              <C>         <C>            <C>             <C>          <C>          <C>


                                  Shares        Common      Treasury        Paid in     Retained      Accumulated
                                  ------
                                                  Stock     Stock at        Capital     Earnings            Other
                                                  -----     --------
                                                  Amount        Cost      (Deficit)                 Comprehensive
                                                  ------        ----      ---------
                                                                                                             Loss
                                                                                                            -----


                                   000's      A$000's         A$000's        A$000's     A$000's           A$000's


Balance June 30, 1997             46,942         9,388             -         11,592      (24,051)           (435)

Net income nine months ending          -             -             -              -         (121)               -
03-31-98

Foreign Currency Translation           -             -             -              -            -            (927)
                                ---------------------------------------------------------------------------------

Balance March 31, 1998            46,942         9,388             -         11,592      (24,172)          (1,362)

Net income three months                -             -             -              -        5,905                -
ending 6-30-98

Foreign Currency Translation           -             -             -              -            -            (627)

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 nine months ending          -             -             -              -         (352)               -
03-31-99
                                ---------------------------------------------------------------------------------
                                  46,942         9,388          (20)         11,592      (18,619)          (1,989)
Balance March 31, 1999

Net income three months                -             -             -              -         (136)               -
ending 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            -                -

Sale of 8,000,000 options to           -             -             -            120            -                -
purchase common stock

Net Income nine months ending          -             -             -              -         (245)               -
03-31-00

Net unrealised gain on                 -             -             -              -            -            3,454
marketable securities
                                ---------------------------------------------------------------------------------

Balance March 31, 2000             6,347             1          (20)         25,175      (19,000)          (2,390)
                                ---------------------------------------------------------------------------------




</TABLE>



                     The accompanying notes are an integral
                      part of these consolidated financial
                                  statements.
                         See Accountants Review Report.

<PAGE>   7


                          BAYNET, LTD. AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                   Nine Months Ended March 31, 2000 and 1999
                          and Year Ended June 30, 1999
                                  (Unaudited)

<TABLE>
<S>                                                                       <C>                  <C>               <C>

                                                                                A $000's        A $000's          A $000's
                                                                                9 Months            Year          9 Months
                                                                                  Ended           Ended             Ended
                                                                                 Mar 31         June 30            Mar 31
                                                                                   2000            1999              1999
                                                                               --------        --------         --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                                                  (245)            (488)            (352)
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                                                          52               67               24
                                                                                -----------------------------------------
Net Cash Provided (Used) in Continuing Operations                                  (193)            (421)             328
                                                                                -----------------------------------------
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                                                        80              421              328
Sale of Options                                                                     120                -                -
                                                                                -----------------------------------------
Net Cash Provided by Financing Activities                                           200              421              328
                                                                                -----------------------------------------

Net Increase (Decrease) in Cash                                                       7                -                -
Cash at Beginning of Year                                                             1                1                1
                                                                                -----------------------------------------
Cash at End of Year                                                                   8                1                1
                                                                                =========================================
Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment  $                                                                 4,076                -                -
Interest Paid (Net Capitalised)                                                      73              321              215
Income Tax Paid $                                                                     -                -                -


</TABLE>







              The accompanying notes are an integral part of these
                       consolidated financial statements
                         See Accountants Review Report.

<PAGE>   8



                          BAYNET, LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                       March 31, 2000, June 30, 1999 and
                                 March 31, 1999


(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 March 31, 2000.

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
March 31, 2000.

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 the future, being an
internet based business.


(2)  INVESTMENT SECURITIES

The following is a summary of Investment Securities at March 31, 2000, June 30,
1999 and March 31, 1999:
<TABLE>
<S>                                                                     <C>              <C>               <C>
                                                                       A$000's          A$000's           A$000's
                                                                        Mar 31          June 30            Mar 31
                                                                          2000             1999              1999
                                                                          ----             ----              ----

Investment Cost Method                                                   4,516             4,516             4,516
Trading Securities:
Marketable Equity
Securities, at cost                                                          -                 -                 -
Gross Unrealised Gains                                                       -                 -                 -
Gross Unrealised Losses                                                   (401)           (3,855)                -
                                                                      --------------------------------------------
Marketable Equity Securities,
at fair value                                                             4,115              661             4,516
                                                                      --------------------------------------------
</TABLE>

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.


<PAGE>   9




                          BAYNET, LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                       March 31, 2000, June 30, 1999 and
                                 March 31, 1999


(3)   SHORT TERM AND LONG TERM DEBT

The following is a summary of Bayou's borrowing arrangements as of March 31,
2000, June 30, 1999 and March 31, 1999.
<TABLE>
<S>                                                                   <C>              <C>                 <C>

                                                                       A$000's          A$000's             A$000's
                                                                        Mar 31          June 30            Mar 31
Long-Term                                                                 2000             1999              1999
---------                                                                 ----             ----              ----

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)                                                10             4,006            3,913
                                                                        -----------------------------------------

Total Long-Term                                                             10             4,006            3,913
                                                                        -----------------------------------------

Short-Term

Overdraft arrangement with
balance accruing interest                                                    -                 -                -
Notes Payable - Affiliates                                                   -                 -                -
                                                                        -----------------------------------------

Total Short-Term                                                             -                 -                -
                                                                        -----------------------------------------

Total                                                                       10             4,006             3,913
                                                                        ==========================================

</TABLE>

(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.  $10,000 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 $7,000.



<PAGE>   10


                           BAYNET, LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        March 31, 2000, June 30, 1999 and
                                 March 31, 1999

(4)  AFFILIATE TRANSACTIONS

Baynet advances to and receives advances from various affiliates. All advances
between consolidated affiliates are eliminated on consolidation. At March 31,
2000, Baynet had no outstanding advances to or from unconsolidated affiliated
companies. $295,000, $275,000 and $240,000 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 $7,000.
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.


<PAGE>   11



                           BAYNET, LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        March 31, 2000, June 30, 1999 and
                                 March 31, 1999


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.





<PAGE>   12


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:

         9 months ended March 31, 1999 A$1.00 = U.S. $.6312
         9 months ended March 31, 2000 A$1.00 = U.S. $.6071

RESULTS OF OPERATION

NINE MONTHS ENDED MARCH 31, 2000 VS. NINE MONTHS ENDED MARCH 31 1999.

Costs and expenses decreased from A$352,000 in the nine months ended March 31,
1999 to A$245,000 in the nine months ended March 31, 2000. The increase is a net
result of:

a)       a decrease in interest expense from A$237,000 for the nine months ended
         March 31, 1999 to A$73,000 for the nine months ended March 31, 2000 as
         a result of the reduction in long term debt of the Company through the
         issuance of shares in lieu of payment.

b)       the increase in legal accounting and professional expense from
         A$23,000 for the nine months ended March 31,
         1999 to A$51,000 for the nine months ended March 31, 2000.

c)       the increase in administrative costs including salaries from A$92,000
         in the nine months ended March 31, 1999 to A$121,000 in the nine months
         ended March 31, 2000.

As a result of the foregoing, the loss from operations decreased from A$352,000
for the nine months ended March 31, 1999 to A$245,000 for the nine months ended
March 31, 2000.

The net loss was A$245,000 for the nine months ended March 31, 2000 compared to
a net loss of A$352,0000 for the nine months ended March 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000 the Company had short-term obligations of A$348,000
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 $7,000.
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.




<PAGE>   13



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.



<PAGE>   14



                                     PART II


Item 1.         LEGAL

                Not Applicable

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 March 31, 2000.





<PAGE>   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 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: April 27, 2000               By: /s/ Peter Lee
                                            ------------------------------------

                                            Peter Lee
                                            Peter Lee, Director, Secretary and
                                            Chief Financial Officer
                                            (Principal Financial Officer)