----

WASHINGTON, D.C. 20549

 

 

FORM 10-Q
 

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2017
 

-OR-

 

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________

 

Commission File Number      000-26653

 

Baynon International Corp.
(Exact name of Registrant

in its charter)

 

Nevada
 

88-0285718

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification Number)

 

266 Cedar Street, Cedar Grove, New Jersey
 

07009
(Address of Principal Executive Offices

 

(Zip Code)

 

Baynon's Telephone Number, Including Area Code:

 

(973)239-2952
 

Indicate by check mark whether the issuer (1) 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 [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ]   No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):

 

Large accelerated filer     [ ]     Non-accelerated filer             [  ]

Accelerated filer              [ ]     Smaller reporting company   [x]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [x] No [ ]

1

The number of outstanding shares of the registrant's common stock, November 14, 2017:  Common Stock – 43,465,233.
2

BAYNON INTERNATIONAL CORP.

FORM 10-Q

INDEX

Page 

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

 

 

 

 

    Balance Sheets at September 30, 2017 (Unaudited) and December 31, 2016

 

4

 

 

 

    Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (Unaudited)

 

5

 

 

 

    Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited)

 

6

 

 

 

Notes to Financial Statements (Unaudited)

 

7

 

 

 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

10

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

 

12

Item 4.  Controls and Procedures

 

13

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

15

Item 1A. Risk Factors

 

15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

15

Item 3.  Defaults Upon Senior Securities

 

15

Item 4.  Mine Safety Disclosures

 

15

Item 5.  Other Information

 

15

Item 6.  Exhibits

 

15

 

 

 

SIGNATURES

 

16

3

**BAYNON INTERNATIONAL CORP.**

**BALANCE SHEETS**

 

 

 

**September 30,**

**December 31,**

 

**2017**

**2016**

 

***(Unaudited)***

 

 

 

 

Assets:

 

 

Current assets:

 

 

 Cash and cash equivalents

$15,364 
$18,712 
Total current assets

15,364 
18,712 
 

 

 

Total Assets

$15,364 
$18,712 
 

 

 

 

 

 

Liabilities and Stockholders’ Deficiency:

Current liabilities:

 

 

Accounts payable and accrued expenses 

$34,642  
$49,151  
Convertible notes payable – stockholder 

70,000  
45,000  
Accrued interest – stockholder 

5,493  
2,816  
Total current liabilities 

110,135  
96,967  
 

 

 

Total Liabilities

110,135  
96,967  
 

 

 

Stockholders’ Deficiency:

 

 

Common stock, par value $0.001,authorized 50,000,000 shares, issued and outstanding 43,465,233 shares at September 30, 2017 and December 31, 2016 
43,465  
43,465  
Additional paid-in capital 

309,905  
309,905  
Accumulated deficit 

(448,141) 
(431,625) 
Total Stockholders’ Deficiency 

(94,771) 
(78,255) 
 

 

 

Total Liabilities and Stockholders Deficiency

$15,364  
$18,712  
 

 

 

The accompanying notes are an integral part of these financial statements

4

**BAYNON INTERNATIONAL CORP.**

**STATEMENTS OF OPERATIONS**

**(UNAUDITED)**

 

 

 

**Three Months Ended**

**Nine Months Ended**

 

**September 30,**

**September 30,**

 

**2017**

**2016**

**2017**

**2016**

 

 

 

 

 

Revenues

$-  
$-  
$-  
$-  
Cost of revenue

-  
-  
-  
-  
 

 

 

 

 

Gross Profit

-  
-  
-  
-  
 

 

 

 

 

Other Costs:

 

 

 

 

General and administrative expenses 

4,475  
5,057  
13,851  
15,771  
 

 

 

 

 

Total Other Costs 

4,475  
5,057  
13,851  
15,771  
 

 

 

 

 

Operating loss

(4,475) 
(5,057) 
(13,851) 
(15,771) 
 

 

 

 

 

Other Income (Expense):

 

 

 

 

Interest income 

4  
2  
12  
3  
Interest expense – stockholders 

(1,059) 
(450) 
(2,677) 
(1,198) 
 

 

 

 

 

Total Other Income (Expense) 

(1,055) 
(448) 
(2,665) 
(1,195) 
 

 

 

 

 

Net Loss

$(5,530) 
$(5,505) 
$(16,516) 
$(16,966) 
 

 

 

 

 

Loss per share:

 

 

 

 

Basic and diluted loss per common share 

$-  
$-  
$-  
$-  
 

 

 

 

 

Basic and diluted common shares outstanding 

43,465,233  
43,465,233  
43,465,233  
43,465,233  
 

 

 

The accompanying notes are an integral part of these financial statements

5

**BAYNON INTERNATIONAL CORP.**

 

**STATEMENTS OF CASH FLOWS**

**FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016**

**(UNAUDITED)**

 

 

 

 

**2017**

**2016**

 

 

 

Cash flows from Operating Activities:

 

 

Net Loss 

$(16,516) 
$(16,966) 
Adjustments to reconcile net loss to net cash used in operating activities: 

 

 

Increase (decrease) in accounts payable and accrued expenses 

(14,509) 
12,195  
Increase  in accrued interest – stockholder 

2,677  
1,198  
 

 

 

Net cash used in operating activities 

(28,348) 
(3,573) 
 

 

 

Cash flows from Financing Activities:

 

 

      Proceeds from related party loan

25,000  
20,000  
Net cash provided by financing activities 

25,000  
20,000  
 

 

 

Increase (decrease) in Cash and Cash Equivalents  

(3,348) 
16,427  
 

 

 

Cash and Cash Equivalents, beginning of period

18,712  

3,792  

 

 

 

Cash and Cash Equivalents, end of  period 

$15,364  
$20,219  
 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

Cash paid during year for: 

 

 

    Income taxes 

$500  
$500  
 

 

 

Interest 

$-  
$-  
 

 

The accompanying notes are an integral part of these financial statements

6

**BAYNON INTERNATIONAL CORP.**

**NOTES TO FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2017 AND 2016**

**(UNAUDITED)**

 

1.THE COMPANY 

 

Baynon International Corp. formerly known as Technology Associates Corporation (the “Company”), was originally incorporated on February 29, 1968 under the laws of the Commonwealth of Massachusetts to engage in any lawful corporate undertaking.  On December 28, 1989, the Company reincorporated under the laws of the State of Nevada.  The Company was formerly engaged in the technology marketing business and its securities traded on the National Association of Securities Dealers OTC Bulletin Board.  The Company has not engaged in any business operations for at least the last thirteen fiscal years and has no operations to date.

 

The Company will attempt to identify and negotiate with a business target for the merger of that entity with and into the Company.  In certain instances, a target company may wish to become a subsidiary of the company or wish to contribute assets to the Company rather than merge.

 

No assurance can be given that the Company will be successful in identifying or negotiating with any target company.  The Company provides a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified for trading in the United States secondary market.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 

Interim Presentation

The December 31, 2016 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2017, its results of operations for the three and nine months ended September 30, 2017 and 2016 and its cash flows for the nine months ended September 30, 2017 and 2016.

 

The statements of operations for the three and nine months ended September 30, 2017 and 2016 are not necessarily indicative of the results for the full year.

 

While the Company believes that the disclosures presented are adequate to make the information not misleading, these financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s annual Report on Form 10-K for the year ended December 31, 2016.

 

Loss Per Share

7

The Company computes loss per share in accordance with FASB ASC 260, “Earnings Per Share”.  Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding, Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock.  Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants. The following securities have been excluded from the calculation of loss per share for the nine months ended September 30, 2017 and 2016 as their effect would be anti-dilutive

:

 

 

2017

2016

Convertible notes payable and accrued interest - stockholder (weighted average)

6,039,430
3,770,827
 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred continuing operating losses and has an accumulated deficit of $(448,141) at September 30, 2017.  The Company has no revenue generating operations and has limited cash resources.  These factors raise substantial doubt about the ability of the Company to continue as a going concern. 
 

Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations through September 30, 2018 by obtaining additional financing from key officers, directors and certain investors.  However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable, notes payable, and accrued expenses approximate fair value based on the short-term maturity of those instruments.

 

Recently Issued Accounting Standards

Management does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

8

3.CONVERTIBLE NOTES PAYABLE - STOCKHOLDER 

 

On May 18, 2015, the Company issued an unsecured convertible note payable to a stockholder in exchange for $25,000 in cash for the Company’s working capital needs. The note bears interest at 6% per annum and had a term of one year. On both May 18, 2016 and May 18, 2017 the note was extended for another twelve months. The stockholder has the option to convert the note and accrued interest into the Company’s common stock at $0.0125 per share.
 

On September 9, 2016, the Company issued an unsecured convertible note payable to a stockholder in exchange for $20,000 in cash for the Company’s working capital needs. The note bears interest at 6% per annum and had a term of one year. On September 9, 2017 the note was extended for an additional twelve months. The stockholder has the option to convert the note and accrued interest into the Company’s common stock at $0.0125 per share.
 

On April 24, 2017, the Company issued an unsecured convertible note payable to a stockholder in exchange for $25,000 in cash for the Company’s working capital needs. The note bears interest at 6% per annum and matures on April 24, 2018. The stockholder has the option to convert the note and accrued interest into the Company’s common stock at $0.0125 per share.
 

At September 30, 2017 and December 31, 2016, accrued interest on the notes was $5,493 and $2,816, respectively.  Interest expense amounted to $(2,677) and $(1,198) for the nine months ended September 30, 2017 and 2016, respectively. Interest expense amounted to $(1,059) and $(450) for the three months ended September 30, 2017 and 2016, respectively.
 

4.    COMMON STOCK

 

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Director in its discretion from funds legally available therefore. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversions or redemption rights or sinking fund provisions with respect to the common stock.

 

5.SUBSEQUENT EVENTS 

 

The Company has evaluated subsequent events through the date the financials were issued.

9

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements include those concerning the following:  Our intentions, beliefs and expectations regarding the fair value of all assets and liabilities recorded; our strategies; growth opportunities; product development and introduction relating to new and existing products; the enterprise market and related opportunities; competition and competitive advantages and disadvantages; industry standards and compatibility of our products; relationships with our employees; our facilities, operating lease and our ability to secure additional space; cash dividends; excess inventory, our expenses; interest and other income; our beliefs and expectations about our future success and results; our operating results; our belief that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements, our expectations regarding our revenues and customers; investments and interest rates.  These statements are subject to risk and uncertainties that could cause actual results and events to differ materially.

 

Baynon undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q.

 

Critical Accounting Policies

The financial statements and accompanying footnotes included in this report have been prepared in accordance with accounting principles generally accepted in the United States with certain amount based on management’s best estimates and judgments. To determine appropriate carrying values of assets and liabilities that are not readily available from other sources, management uses assumptions based on historical results and other factors that believe are reasonable.  Actual results could differ from those estimates.

 

Our critical accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2016.  There have been no material changes to our critical accounting policies as of and for the nine months ended September 30, 2017.

 

Trends and Uncertainties

There are no material commitments for capital expenditure at this time.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on our limited operations. There are no known causes for any material changes from period to period in one or more line items of the Company’s financial statements.

 

Liquidity and Capital Resources

At September 30, 2017, the Company had a cash balance of $15,364, which represents a $3,348 decrease from the $18,712 balance at December 31, 2016.  This decrease was primarily the result of cash used to satisfy the requirements of a reporting company. The Company’s working capital deficit at September 30, 2017 was $94,771 as compared to a December 31, 2016 deficit of $78,255.

10

For the nine months ended September 30, 2017, we incurred a net loss of $16,516. We had the following adjustments to reconcile net loss to net cash used in operating activities: we had a decrease of $14,509 due to a decrease in accounts payable and accrued expenses, and an increase of $2,677 due to an increase in accrued interest. As a result, we had net cash used in operating activities of $28,348 for the nine months ended September 30, 2017.

 

For the nine months ended September 30, 2016, we incurred a net loss of $16,966. We had the following adjustments to reconcile net loss to net cash used in operating activities: we had an increase of $12,195 due to an increase in accounts payable and accrued expenses and an increase of $1,198 due to an increase in accrued interest. As a result, we had net cash used in operating activities of $3,573 for the nine months ended September 30, 2016.

 

During the nine months ended September 30, 2017 and 2016, we did not pursue any investing activities.  During the nine months ended September 30, 2017 and 2016, we issued a convertible note payable to a stockholder for $25,000 and $20,000 respectively, resulting in cash received from financing activities.  

 

The focus of Baynon’s efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate Baynon.  Baynon has considered various business alternatives including the possible acquisition of an existing business, but to date has found possible opportunities unsuitable or excessively priced.  Baynon does not contemplate limiting the scope of its search to any particular industry.  Management has considered the risk of possible opportunities as well as their potential rewards.  Management has invested time evaluating several proposals for possible acquisition or combination; however, none of these opportunities were pursued. Baynon presently owns no real property and at this time has no intention of acquiring any such property. Baynon’s sole expected expenses are comprised of professional fees primarily incident to its reporting requirements.

 

The accompanying financial statement has been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, Baynon has incurred losses of $16,516 and $16,966 for the nine months ended September 30, 2017 and 2016, respectively, and a working capital deficiency which raises substantial doubt about the Company’s ability to continue as a going concern.

 

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever.  Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms. Baynon’s continuation as a going concern is dependent upon its ability to ultimately 

11

attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required.  Our auditors have included a going concern qualification in their auditors’ report dated March 31, 2017. Such a going concern qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured.

 

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.

 

Results of Operations for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016.

 

The Company incurred a net loss of $16,516 in the current period versus a net loss of $16,966 in the prior period.  General and administrative expenses were $13,851 compared to $15,771 in the prior period, a decrease of $1,920.  General and administrative expenses were incurred primarily to enable Baynon to satisfy the requirements of a reporting company.

 

During the current and prior period, the Company did not record an income tax benefit due to the uncertainty associated with the Company’s ability to merge with an operating company, which might permit the Company to avail itself of those advantages.

 

Results of Operations for the three months ended September 30, 2017, compared to the three months ended September 30, 2016.

 

The Company incurred a net loss of $5,530 in the current period versus a net loss of $5,505 in the prior period.  General and administrative expenses were $4,475 compared to $5,057 in the prior period, a decrease of $582.  General and administrative expenses were incurred primarily to enable Baynon to satisfy the requirements of a reporting company.

 

During the current and prior period, the Company did not record an income tax benefit due to the uncertainty associated with the Company’s ability to merge with an operating company, which might permit the Company to avail itself of those advantages.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable for a smaller reporting company.

12

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017.  Based on the existence of the material weakness in internal control over financial reporting discussed in our Form 10-K for the year ended December 31, 2016, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2017 to provide such reasonable assurances. 

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.  Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.  Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.  The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 

 

Remediation Plan for Material Weaknesses

 

At such time that it is economically feasible, we will aggressively recruit experienced professionals to ensure that we maintain adequate segregation of duties and have controls in place to ensure proper disclosures are in our filings with the Securities and Exchange Commission. Although we believe that these corrective steps will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control. 

13

Changes in Internal Control over Financial Reporting

 

During the three months ended September 30, 2017, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

14

**PART II - OTHER INFORMATION**

 

Item 1.   Legal Proceedings  

None

 

Item 1A.  Risk Factors

Not applicable for smaller reporting company.

 

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None

 

Item 3.   Defaults Upon Senior Securities

None

 

Item 4.  Mine Safety Disclosure

Not Applicable 

 

Item 5.   Other Information

None

 

Item 6.   Exhibits

 

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 

15

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: November 14, 2017

 

BAYNON INTERNATIONAL CORP.

 

By:     /s/Pasquale Catizone

Pasquale Catizone,

Principal Executive Officer

 

By:     /s/Daniel Generelli

Daniel Generelli,

Principal Financial Officer

16