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 June 30, 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
June 30, 2001. Preferred stock, $0.001 par value per share, 5,000,000
shares authorized, no preferred stock issued nor outstanding as of
June 30, 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
3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
The unaudited financial statements of registrant for the six months ended
June 30, 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.
4
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
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 June 30, 2001
and the related statements of operations for the three and six months ended
June 30, 2001 and 2000 and for the period March 29, 2000 (Inception) to
June 30, 2001, and statements of cash flows for the six month period ending
June 30, 2001 and 2000 and for the period March 29, 2000 to June 30, 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 2 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 2. 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.
August 9, 2001
/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)
June 30, December 31,
2001 2000
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Assets
Current assets:
Cash $ 4,183 $ 504
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Total current assets 4,183 504
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$ 4,183 $ 504
======== ======
Liabilities and Stockholders' Equity
Current liabilities:
Loan from shareholder $ 1,000 $ -
Other current liability 85 85
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Total current liabilities 1,085 85
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1,085 85
Stockholders' (Deficit):
Common stock, $0.001 par value, 20,000,000
shares authorized, 2,000,000 shares
issued and outstanding 2,000 2,000
Additional paid-in capital 3,750 -
Deficit accumulated during
development stage (2,652) (1,581)
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3,098 419
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$ 4,183 $ 504
========= =======
The accompanying Notes are an integral part of these financial statements.
6
Baylor Industries, Inc.
(a Development Stage Company)
Statement of Operations
(unaudited)
For the Three and Six Months Ending June 30, 2001 and 2000
and For the Period March 29, 2000 (Inception) to June 30, 2001
STATEMENT OF OPERATIONS
March 29,
Three Months Ending Six Months Ending 2000
------------------- ----------------- (Inception) to
June 30, June 30, June 30, June 30, June 30,
2001 2000 2001 2000 2001
---------- ------- -------- -------- --------------
Revenue $ - $ - $ - $ - $ -
-------- -------- -------- -------- --------
Expenses:
General
administrative
expenses 834 - 1,071 - 2,652
-------- -------- -------- -------- --------
Total expenses 834 - 1,071 - 2,652
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Net (loss) $ (834) $ - $ (1,071) $ - $ (2,652)
======== ======== ======== ======== =========
Weighted average
number of common
shares outstanding 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000
========= ========= ========= ========= =========
Net (loss) per share $ (0.00) $ - $ (0.00) $ - $ (0.00)
========= ========= ========= ========= =========
The accompanying Notes are an integral part of these financial statements.
7
Baylor Industries, Inc.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
For the Six Months Ending June 30, 2001 and 2000
and For the Period March 29, 2000 (Inception) to June 30, 2001
STATEMENT OF CASH FLOWS
March 29, 2000
Six Months Ended 1999
June 30, (Inception) to
--------------------- June 30,
2001 2000 2001
--------- -------- -----------
Net (loss) $ (1,071) $ - $ (2,652)
Adjustments to reconcile net
(loss) to net cash (used) by
operating activities
Increase in other
current liabilities - - 85
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Net cash (used) by
operating activities $ (1,071) $ - $ (2,567)
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Cash flows from
investing activities - - -
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Net cash used by
investing activities - - -
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Cash flows from
financing activities
Loan from shareholder 1,000 - 1,000
Donated capital 3,750 - 3,750
Issuance of common stock - 2,000 2,000
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Net cash provided by
financing activities 4,750 2,000 6,750
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Net increase in cash 3,679 2,000 4,183
Cash - beginning 504 - -
-------- -------- ---------
Cash - ending $ 4,183 $ 2,000 $ 4,183
Supplemental disclosures:
Interest paid $ - $ - $ -
======= ========= ========
Income taxes paid $ - $ - $ -
======= ========= ========
The accompanying Notes are an integral part of these financial statements.
8
Baylor Industries, Inc.
(A Development Stage Company)
Notes
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles
and stated in US dollars, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
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 statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these consolidated interim financial statements be read in conjunction
with the financial statements of the Company for the year ended December
31, 2000 and notes thereto included in the Company's 10-KSB annual report.
The Company follows the same accounting policies in the preparation of
interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. As at June 30,
2001, the Company has not recognized revenue to date and has accumulated
operating losses of approximately $2,600 since inception. The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve
and maintain profitable operations. Management plans to raise equity
capital to finance the operating and capital requirements of the Company.
Amounts raised will be used to further development of the Company's
products, to provide financing for marketing and promotion, to secure
additional property and equipment, and for other working capital purposes.
While the Company is expending its best efforts to achieve the above plans,
there is no assurance that any such activity will generate funds that will
be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include
any adjustments that might arise from this uncertainty.
9
Baylor Industries, Inc.
(A Development Stage Company)
Notes
Note 3 - Related party transactions
A shareholder donated $3,750 to the Company as additional paid-in capital.
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.
Note 4 - Shareholders equity
A shareholder donated $3,750 to the Company as additional paid-in capital.
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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 June 30, 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 2.)
Unclassified Balance Sheet - In accordance with the provisions of SFAS No.
53, the Company has elected to present an unclassified balance sheet.
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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 June 30, 2001, the Company experienced net losses $834. Since the
Company's inception on March 29, 2000 the Company has lost $2,652. 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.
To further capitalize the Company's sole shareholder donated $3,750 to the
Company as additional paid-in capital. See Financial Footnote 3 "Related
party transactions" and Financial Footnote 4 "Shareholders Equity."
See Financial Note 2, which states: " The Company's ability to continue as
a going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations." These conditions raise substantial doubt about the Company's
ability 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.
12
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.
13
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 June 30, 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.
(b) Form 10-QSB for the quarter ended March 31, 2001.
Incorporated by reference to the Company's Annual
Report for Small Business Issuers on Form 10-QSB,
previously filed with the Commission.
23 Consent of Experts and Counsel
Consent of Independent Public Accountant
14
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: August 13, 2001 By: /s/ Candace J. Sherman
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Candace J. Sherman
President/
principal executive officer/
principal accounting officer
and sole director
15