U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2001
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 333-52418
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BAYLOR INDUSTRIES, INC.
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(Name of small business issuer in its charter)
Nevada 76-0639842
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
14601 Bellaire Blvd. Suite 338, Houston, TX 77083
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(Address of principal executive offices) (Zip Code)
(281) 564-6418
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or 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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [ ] No [ ]
1
The Registrant has 20,000,000 Common Stock, authorized, 2,000,000 shares
of common stock issued and outstanding, par value $0.001 per share as of
March 31, 2001. Preferred stock, $0.001 par value per share, 5,000,000
shares authorized, no preferred stock issued nor outstanding as of
March 31, 2001.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
CPA Review Letter.................................... 5
Balance Sheet (unaudited)............................ 6
Statements of Operations (unaudited)................. 7
Statements of Cash Flows (unaudited)................. 8
Notes to Financial Statements........................ 9-10
Item 2. Management's Discussion and Analysis of Plan
of Operation.......................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 14
Item 2. Changes in Securities and Use of Proceeds............ 14
Item 3. Defaults upon Senior Securities...................... 14
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 14
Item 5. Other Information..................................... 14
Item 6. Exhibits and Reports on Form 8-K...................... 14
Signatures...................................................... 15
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
The unaudited financial statements of registrant for the three months ended
March 31, 2001, follow. The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of
the results for the interim period presented.
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G. BRAD BECKSTEAD, Certified Public Accountant
330 E. Warm Springs 702.528.1984
Las Vegas, NV 89119 425.928.2877 (e-fax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
May 7, 2001
Board of Directors
Baylor Industries, Inc.
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheet of Baylor Industries, Inc. (a
Nevada corporation) (a development stage company) as of March 31, 2001 and
the related statements of operations for the three-months ended March 31,
2001 and 2000 and for the period March 29, 2000 (Inception) to March 31,
2001, and statements of cash flows for the three-month period ending March
31, 2001 and 2000 and for the period March 29, 2000 (Inception) to March 31,
2001. These financial statements are the responsibility of the Company's
management.
I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information 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, which
will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, I
do not express such an opinion.
Based on my reviews, I am not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has had limited operations and has not
commenced planned principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Baylor Industries, Inc. (a development stage
company) as of December 31, 2000, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in my report dated February 28, 2001, I expressed an unqualified
opinion on those financial statements.
/s/ G.Brad Beckstead
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G. Brad Beckstead,CPA
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Baylor Industries, Inc.
(a Development Stage Company)
Balance Sheet
BALANCE SHEET
(unaudited)
March 31, December 31,
2001 2000
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Assets
Current assets:
Cash $ 1,267 $ 504
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Total current assets 1,267 504
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$ 1,267 $ 504
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Liabilities and Stockholders' Equity
Current liabilities:
Loan from shareholder $ 1,000 $ 0
Other current liability 85 85
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Total current liabilities 1,085 85
Stockholders' Equity:
Common stock, $0.001 par value, 20,000,000
shares authorized, 2,000,000 shares
issued and outstanding 2,000 2,000
Additional paid-in capital 0 0
Deficit accumulated during
development stage (1,818) (1,581)
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182 419
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$ 1,267 $ 504
========= =======
See accompanying notes to financial statements & audit report
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Baylor Industries, Inc.
(a Development Stage Company)
Statement of Operations
(unaudited)
For the Three Months Ending March 31, 2001 and 2000
and For the Period March 29, 2000 (Inception) to March 31, 2001
STATEMENT OF OPERATIONS
March 29, 2000
Three Months Ending (Inception) to
March 31, March 31,
2001 2000 2001
Revenue $ 0 $ 0 $ 0
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Expenses:
General and administrative expenses 237 0 1,818
Total expenses 237 0 1,818
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Net (loss) $ (237) $ 0 $ (1,818)
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Weighted average number of
common shares outstanding 2,000,000 2,000,000 2,000,000
========= ========= =========
Net (loss) per share $ (0.00) $ 0.00 $ (0.00)
========= ========= =========
See accompanying notes to financial statements & audit report
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Baylor Industries, Inc.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
For the Three Months Ending March 31, 2001 and 2000
and For the Period March 29, 2000 (Inception) to March 31, 2001
STATEMENT OF CASH FLOWS
March 29, 2000
Three Months Ending (Inception) to
March 31, March 31,
2001 2000 2001
Cash flows from operating activities
Net (loss) $ (237) $ 0 $ (1,818)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities
Increase in other current liabilities 0 0 85
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Net cash (used) by operating activities $ (237) $ 0 $ (1,733)
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Cash flows from investing activities
Net cash used by investing activities $ 0 $ 0 $ 0
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Cash flows from financing activities
Issuance of common stock $ 0 $2,000 $ 2,000
Loan from shareholder 1,000 0 1,000
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Net cash provided by financing activities 1,000 2,000 3,000
Net (decrease) increase in cash $ 763 $2,000 $ 1,267
Cash - beginning 504 0 0
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Cash - ending $1,267 $2,000 $ 1,267
Supplemental disclosures:
Interest paid $ 0 $ 0 $ 0
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Income taxes paid $ 0 $ 0 $ 0
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See accompanying notes to financial statements & audit report
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Baylor Industries, Inc.
(A Development Stage Company)
Notes
Note 1 - History and organization of the company
The Company was organized March 29, 2000 (Date of Inception) under the laws
of the State of Nevada. The Company has no operations and in accordance
with SFAS #7, the Company is considered a development stage company. The
Company is authorized to issue 20,000,000 shares of $0.001 par value common
stock and 5,000,000 of its $0.001 par value common stock.
Note 2 - Summary of significant accounting policies
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ significantly from those
estimates.
3. The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. There are no
cash equivalents as of March 31, 2001.
4. Earnings per share (EPS) is computed using the weighted average number of
shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the
Company has no common shares that are potentially issuable, such as stock
options, convertible preferred stock and warrants, basic and diluted EPS are
the same. The Company had no dilutive common stock equivalents such as
stock options as of March 31, 2001.
5. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
6. The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.
Note 3 - Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes". A deferred tax asset or liability is
9
Baylor Industries, Inc.
(A Development Stage Company)
Notes
recorded for all temporary differences between financial and tax reporting.
Deferred tax expenses (benefit) results from the net change during the year
of deferred tax assets and liabilities.
There is no provision for income taxes for the year ended March 31, 2001,
due to the net loss and no state income tax in Nevada.
Note 4 - Stockholders' Equity
The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On March 29, 2000, the Company issued 2,000,000 shares of its $.001 par
value common stock for cash of $2,000.
There have been no other issuances of common or preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.
Note 6 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
On February 9, 2001, a shareholder loaned the Company $1,000.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any additional
shares of common stock.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The current core business of Baylor Industries, Inc. is to develop
and contract manufacture generic prescription pharmaceutical products.
The Company hopes to develop a generic pharmaceutical product, utilizing an
FDA approved contract laboratory and contract manufacturing facilities. The
Company hopes to obtain an Abbreviated New Drug Application (ANDA) for its
generic pharmaceutical product. The Company has limited itself to the
development of one product; however, this does not preclude the company from
seeking other product opportunities. At this time, it does not have the
resources to pursue multiple products. The Company plans to target a low
volume pharmaceuticals product, in which its U.S. patent recently expired.
Generally speaking, low volume pharmaceutical products are not quickly
brought to the market as generic products by the larger generic
pharmaceutical drug facilities, since the cost to produce a low volume
generic product outweighs its return on investment. Barrington
Laboratories, Inc., believes it can minimize the cost of producing generic
pharmaceutical products by out-sourcing the steps necessary to obtain Food
and Drug Administration (FDA) approval.
The goal of Baylor Industries, Inc. is to obtain an ANDA (Abbreviated
New Drug Application) from the FDA to produce and market a pharmaceutical
product where the patent on the brand name product has expired, and then
market its generic version. The FDA requires one holder (a primary contact)
of the ANDA. The Company needs to consider where or not the contract
manufacturer will submit the submission package to the FDA, and be the
holder of the ANDA for this product. If this becomes the case, the Company
would need to enter into a contract with the contract manufacturer to be the
exclusive distributor of this product.
The Company is seeking a contract manufacturer to produce a generic
pharmaceutical product. Management needs to conduct further work to
determine whether the work will be subcontracted to a particular contract
pharmaceutical manufacturer. Since this is a lengthy process, the Company
believes it is too premature to determine the actual holder of the ANDA for
this product.
Going Concern - The Company experienced operating losses for the period
ended March 31, 2001. The financial statements have been prepared assuming
the Company will continue to operate as a going concern which contemplates
the realization of assets and the settlement of liabilities in the normal
course of business. No adjustment has been made to the recorded amount of
assets or the recorded amount or classification of liabilities which would
be required if the Company were unable to continue its operations. (See
Financial Note 5.)
Unclassified Balance Sheet - In accordance with the provisions of SFAS No.
53, the Company has elected to present an unclassified balance sheet.
11
Loss Per Share - The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation, presentation and disclosure of
earnings per share ("EPS"), replacing the presentation of Primary EPS with
a presentation of Basic EPS. It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities with
complex capital structures. The Company did not present Diluted EPS since
it has a simple capital structure.
The Company has not pursued or explored any opportunities for an acquisition
or merger. This does not preclude that the Company may not explore any
opportunities in the future.
Results of Operations
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As a research and development Company, the Company has yet to generate any
revenues. In addition, the Company does not expect to generate any revenues
over the next approximately to eighteen (18) months. During the quarter
ended March 31, 2001, the Company experienced net losses $237. Since the
Company's inception on March 29, 2000 the Company has lost $1,818. These
expenses included general and administrative fees. The Company does not
have any material commitments for capital expenditures.
Liquidity and Capital Resources
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The Company is authorized to issue 20,000,000 shares of its $0.001 par
value common stock and 5,000,000 shares of its $0.001 par value preferred
stock.
On March 14, 2000, the Company issued 2,000,000 shares of its $.001 par
value common stock for cash of $2,000.
On December 21, 2000, the Company filed with the U. S. Securities and
Exchange Commission for their review and approval a SB-2 Registration to
further capitalize the Company by offering for sale 3,000,000 shares of
common stock, at a purchase price of $0.025 per share. The completion
of this offering would further capitalize the Company by $75,000, less
$6,000 in offering costs for a net to the Company of $69,000. Without
this funding, the Company will be unable to move its business plan further.
See Financial Note 5, which states: "Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern."
Market For Company's Common Stock
The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange. There
is no trading market for the Company's Common Stock at present and there has
been no trading market to date.
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There is currently no Common Stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's
common stock.
Dividend Policy
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature
thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic market and business conditions;
the business opportunities (or lack thereof) that may be presented to and
pursued by the Company; changes in laws or regulation; and other factors,
most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or
operations. The Company assumes no obligations to update any such forward-
looking statements.
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PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended March 31, 2001, no matters were submitted to the
Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
3 Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed March
29, 2000. Incorporated by reference to the exhibits to
the Company's General Form For Registration Of Securities
Of Small Business Issuers on Form SB-2, previously filed
with the Commission on December 21, 2000.
(b)By-Laws of the Company adopted March 29, 2000.
Incorporated by reference to the exhibits to the Company's
General Form For Registration Of Securities Of Small
Business Issuers on Form SB-2, previously filed with the
Commission on December 21, 2000.
13 Annual or Quarterly Reports
(a) Form 10-KSB for the year ended December 31, 2000.
Incorporated by reference to the Company's Annual
Report for Small Business Issuers on Form 10-KSB,
previously filed with the Commission on March 19, 2001.
23 Consent of Experts and Counsel
Consent of Independent Public Accountant
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BAYLOR INDUSTRIES, INC.
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(Registrant)
Date: May 10, 2001 By: /s/ Candace J. Sherman
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Candace J. Sherman
President/
principal executive officer/
principal accounting officer
and sole director
15