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, 2002
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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 [X] No [ ]
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, 2002. Preferred stock, $0.001 par value per share, 5,000,000
shares authorized, no preferred stock issued nor outstanding as of
June 30, 2002.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited)................. 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-9
Item 2. Management's Discussion and Analysis of Plan
of Operation.......................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 13
Item 2. Changes in Securities and Use of Proceeds............ 13
Item 3. Defaults upon Senior Securities...................... 13
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 13
Item 5. Other Information..................................... 13
Item 6. Exhibits and Reports on Form 8-K...................... 13
Signatures...................................................... 14
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
The unaudited financial statements of registrant for the six months ended
June 30, 2002, 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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BAYLOR INDUSTRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
BALANCE SHEETS (UNAUDITED)
June 30, December 31,
2002 2001
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(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 697 $ 2,386
Inventory -
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Total current assets 697 2,386
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Fixed assets, net -
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TOTAL ASSETS $ 697 $ 2,386
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses 85 85
Advances by shareholder 1,000 1,000
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Total current liabilities 1,085 1,085
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STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value;
5,000,000 shares authorized,
-0- shares issued and outstanding - -
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 3,750
Deficit accumulated during
the development stage (6,138) (4,449)
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Total stockholders' equity (388) 1,301
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Total liabilities and stockholders' equity $ 697 $ 2,386
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BAYLOR INDUSTRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ending Six Months Ending
June 30, June 30, March 29, 2000
------------------- ------------------- (Inception) to
2002 2001 2002 2001 June 30, 2002
--------- --------- --------- --------- --------------
Revenue $ - $ - $ - $ - $ -
--------- --------- --------- --------- --------------
Gross profit - - - - -
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Expenses:
General and
administrative 827 834 1,689 1,071 6,138
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Total Expenses 827 834 1,689 1,071 6,138
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Net loss $ (827) $ (834) $ (1,689) $ (1,071) $ (6,138)
========= ========= ========= ========= ==============
Net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= ========= ==============
Weighted average
number of common
shares outstanding 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000
========= ========= ========= ========= ==============
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BAYLOR INDUSTRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
STATEMENT OF CASH FLOWS
March 29, 2000
Six months ending (inception)to
June 30, June 30,
----------------- ----------------
2002 2001 2002
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CASH FLOWS FROM
OPERATING ACTIVITIES
Net (loss) $ (1,689) $ (1,071) $ (6,138)
Adjustments to
reconcile net loss
to net cash used by
operating activities
Depreciation
Decrease (increase)
in inventory
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NET CASH USED IN
OPERATING ACTIVITIES (1,689) (1,071) (6,138)
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Loan from shareholder - 1,000 1,085
Donated capital - 3,750 3,750
Issuance of common
stock - 2,000
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NET CASH PROVIDED BY
FINANCING ACTIVITIES - 4,750 6,835
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NET INCREASE IN CASH (1,689) 3,679 697
CASH AND CASH
EQUIVALENTS
-beginning of period 2,386 504 -
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CASH AND CASH
EQUIVALENTS
-end of period $ 697 $ 4,183 $ 697
========= ========= ============
SUPPLEMENTAL DISCLOSURES
Interest paid $ - $ - $ -
========= ========= =============
Income taxes paid $ - $ - $ -
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The accompanying notes are an integral part of these financial statements.
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BAYLOR INDUSTRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
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
$6,138 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.
8
BAYLOR INDUSTRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
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 - Note payable - related party
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, 2002. 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.
10
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
- ---------------------
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, 2002, the Company experienced net losses $827, this compares
to a loss of $834 for the same period last year. For the six month period
ended June 30, 2002, the Company experienced net losses of $1,689, this
compares to net losses of $1,071 for the same period last year. The bulk
of these losses represented general and administrative expenses, or
specifically accounting expenses. Since the Company's inception on March
29, 2000 the Company has lost $6,138. 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 contributed $4,750 to
the Company as additional paid-in capital.
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.
11
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 June 30, 2002, 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) Exhibits
None.
(b) Reports on Form 8-K
The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."
13
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, 2002 By: /s/ Candace J. Sherman
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Candace J. Sherman
President/
principal executive officer/
principal accounting officer
and sole director
14