-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8EsF1y6b4+4fVnmHL+BiKMyOaKSvosDzyy07/xGQTh40ilqIaHo98k1yx+FjmDt 9FSOz7lbuA6YeZXxwoBFmw== 0001072588-04-000419.txt : 20041118 0001072588-04-000419.hdr.sgml : 20041118 20041117181545 ACCESSION NUMBER: 0001072588-04-000419 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040731 FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Baymark Technologies, Inc. CENTRAL INDEX KEY: 0000352912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954091368 STATE OF INCORPORATION: UT FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10315 FILM NUMBER: 041153255 BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 3034228127 MAIL ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE BROADCASTING NETWORK GROUP INC DATE OF NAME CHANGE: 20020206 FORMER COMPANY: FORMER CONFORMED NAME: E COMMERCE WEST CORP DATE OF NAME CHANGE: 19980812 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL CASINO GROUP INC DATE OF NAME CHANGE: 19950126 10KSB 1 bti10k04.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended July 31, 2004 Commission File No. 0-10315 BAYMARK TECHNOLOGIES, INC. (exact name of registrant as specified in its charter) (formerly E-Commerce West Corp.) Utah 95-4091368 (State of Incorporation) (I.R.S. Employee I.D.No.) 7609 Ralston Road Arvada, CO 80002 303) 422-8127 Address and telephone of principal executive offices Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: [__] Yes [ X] No The aggregate market value of registrant's voting stock held by non-affiliates as of the close of business on July 31, 2004 was $29,540 based upon a bid price. of $.01 6,621,999 shares of registrant's $0.001 par value common stock were outstanding and issued as of July 31, 2004. PART I PAGE Item 1. Description of Business 1 Item 2. Description of Property 1 Item 3. Legal Proceedings 2 Item 4. Submission of Matters to a Vote of Security Holders 2 PART II Item 5. Market for Common Equity and Related Stockholder Matters 2 Item 6. Management's Discussion and Analysis or Plan of Operation 4 Item 7. Financial Statements 5 Item 8. Changes in and Disagreements With Accountants on Accounting 5 and Financial Disclosure Item 8a. Controls and Procedures 6 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 7 Item 10. Executive Compensation 7 Item 11. Security Ownership of Certain Beneficial Owners and Management 8 Item 12. Certain Relationships and Related Transactions 9 Item 13. Exhibits and Reports on Form 8-K 9 Item 14. Principal Accountant Fees and Services 10 SIGNATURES 11 PART I Item 1. Business The Company, a Utah Corporation, was incorporated on March 21, 1981. Since incorporation the Company has undergone several name, ownership, directional and management changes. In July, 1998 the Company changed its name to E-Commerce West Corp. from Royal Casino Group reflecting a shift in its primary business focus from gaming to e-Commerce. The Company changed its name to IBNG in 2001 and then changed its name to Baymark Technologies, Inc. in 2002, concurrent with a 1 for 6 reverse split of its common stock. The Company has no revenues or business operations. The Company stock traded on the Pink Sheets under the symbol "BYMT" in the fiscal year. The Company maintains its principal office at 7609 Ralston Road, Arvada, CO 80002. The Company's mailing address is 7609 Ralston Road, Arvada, CO 80002, it's telephone and fax numbers are (303) 422.8127. Narrative Description of Business The Company has no subsidiaries Since 1999 all of the companies business efforts have failed. Employees The Company currently employs no employees. Item 2. Description of Properties. The Company does not own or lease any real property. There is no formal offices of the Company. Mail is received at 7609 Ralston Road, Arvada, CO 80002. 1 Item 3. Legal Proceedings. No law suits are pending, threatened, or contemplated, nor are there unsatisfied judgments outstanding which have not been provided for in to which the Company or any of its officers or directors, in such capacity, are or may be a party. Item 4. Submission of Matters to a Vote of Securities Holders. No matters were submitted to a vote of shareholders during the prior Company's fiscal year. PART II Item 5. Market for Common Equity and Related Stockholder Matters. a) Market Information. The Companys common stock is traded on the Pink Sheets under the symbol "BYMT". Subsequently in October 2004, the Company began trading on the OTCBB. The following table sets forth the high and low bid prices per share of the Company's Common Stock for the quarters indicated. These prices represent inter-dealer prices, without adjustment for retail mark-up, markdown or commissions, and may not necessarily represent actual transactions. Year Ended July 31, 2004 High Low ---- ---- --- Fourth Quarter. . . . . $.029 $.019 Third Quarter. . . . . $.029 $.018 Second Quarter. . . . . $.06 $.019 First Quarter. . . . . $.08 $.055 Year Ended July 31, 2003 ---- Fourth Quarter. . . . . $.26 $.07 Third Quarter. . . . . $.16 $.01 Second Quarter. . . . . $.13 $.06 First Quarter. . . . . $.24 $.06 (b) Holders. The approximate number of holders of record of the Company's Common Stock as of July 31, 2004 was 2,650 (approximately). (c) The Company has not paid a cash dividend on its Common Stock and does not anticipate that it will do so in the foreseeable future. 2 There currently is a limited public market for the Company's common stock in the pink sheets, and no assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Unless and until the Company's common shares are quoted on the NASDAQ system or listed on a national securities exchange, it is likely that the common shares will be defined as "penny stocks" under the Exchange Act and SEC rules thereunder. The Exchange Act and penny stock rules generally impose additional sales practice and disclosure requirements upon broker-dealers who sell penny stocks to persons other than certain "accredited investors" (generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse) or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, the broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the SEC. So long as the Company's common shares are considered "penny stocks", many brokers will be reluctant or will refuse to effect transactions in the Company shares, and many lending institutions will not permit the use of penny stocks as collateral for any loans. Effective August 11, 1993, the Securities and Exchange Commission (the "Commission") adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. 3 The Company has never paid dividends on its common stock. Item 6. Management's Discussion and Analysis or Plan of Operation Results of Operations for fiscal year ended July 31, 2004 compared to fiscal year ended July 31, 2003. The company had no revenues for fiscal year ended July 31, 2004 (fiscal 2003) compared to none in the same period ended July 31, 2003 (fiscal 2002). The company incurred operating expenses of $150,178 in fiscal 2003 and $34,310 in fiscal 2002. The substantial increase in expenses in fiscal 2003 was due to legal and accounting, related to getting the Company current in SEC filings compared to minimal operations in fiscal 2002. The net loss was ($150,178) for fiscal 2004 and ($70,519) for fiscal year ended July 31, 2003 which included a ($36,209) loss on discontinued operations. The net loss per share was ($.02) in fiscal 2003 and ($.01) in fiscal 2002. Liquidity and Capital Resources During the fiscal year, the company had no revenue, and it had no cash or significant operations. The company's only capital resources are its depreciated assets which are illiquid, and its common stock which might be sold to raise capital. Changes in Financial Condition The Company has cash position, and significant debt. The Company's total debt increased by $150,000 approximately during the year as a result of legal and accounting expense accruals. The Company's total liabilities are approximately $609,396 at year end. NEED FOR ADDITIONAL FINANCING The Company does not have capital sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. The Company will have to seek loans or equity placements to cover such cash needs. Lack of its existing capital may be a sufficient impediment to prevent it from accomplishing the goal of expanding its operations. There is no assurance, however, that without funds it will ultimately allow company to carry out its business. 4 The Company will need to raise additional funds to expand its business activities in the future. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses as they may be incurred. Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. GOING CONCERN The Company's auditor has issued a "going concern" qualification as part of his opinion in the Audit Report. There is substantial doubt about the ability of the Company to continue as a "going concern." The Company has no business, no capital, debt in excess of $609,396 all of which is current, no cash, minimal other assets, and no capital commitments. The effects of such conditions could easily be to cause the Company's bankruptcy. Management hopes to seek and obtain funding, via loans or private placements of stock for operations, debt and to provide working capital. Management has plans to seek capital in the form of loans or stock private placements in the next year of approximately $200,000. Item 7. Financial Statements. Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Singer Lewak Greenbaum & Goldstein LLP, formerly auditors for the Company, resigned as auditors in 2004, at the request of the Board. Michael Johnson & Co., LLC were engaged as auditors for Company on August 2, 2004. The Change of Accountants was approved by the Board of Directors. No audit committee exists other than the members of the Board of Directors. 5 In connection with audit of the two most recent fiscal years and through the date of termination of the accountants, no disagreements exist with any former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements if not resolved to the satisfaction of the former accountant would have caused them to make reference in connection with his report to the subject of the disagreement(s). The audit report by Singer Lewak Greenbaum & Goldstein LLP, for periods up to July 31, 2000, the year of last report audited, was issued containing an opinion which included a paragraph discussing uncertainties related to continuation of the Registrant as a going concern. No report of Singer Lewak Greenbaum & Goldstein LLP contained an adverse opinion or disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles. Item 8a. Controls and Procedures Evaluation of Internal and Disclosure Controls - ---------------------------------------------- The management of the company has evaluated the effectiveness of the issuer's disclosure controls and procedures as July 31, 2004 (evaluation date) and have concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the evaluation date. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation of such, including any corrective actions with regard to significant deficiencies and material weaknesses. 6 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. The following individuals are the Company's directors and executive officers: Name Age Positions held with Company Jon F. Elliott 59 Director, President and CEO Background information about each director and executive officer is as follows: No director, officer or beneficial owner of more than 10% of the Company's common stock, its only equity securities, or any other person subject to Section 16 of the Exchange Act failed to file reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal year. There are no family relationships among the members of the Board of Directors and Management. Item 10. Executive Compensation. The following table sets forth certain information concerning the remuneration paid by the Company for the fiscal year ended July 31, 2004, for each officer and director.
SUMMARY COMPENSATION TABLE OF EXECUTIVES AND DIRECTORS Fiscal Annual Compensation Awards Name & Principal Year Salary Bonus Other Annual Restricted Securities Position Ended ($) ($) Compensation Stock Underlying July 31 ($) Award(s) Options/ ($) SARS (#) - - --------------------------------------------------------------------------------------------------------------------- Jon F. Elliott 2004 $0 0 0 0 0 President/ CEO 2003 $0 0 0 0 0 & Director 2002 $100,000* 0 0 0 0 All Officers & 2004 $0 0 0 0 0 Directors as a group (2) 2003 $0 0 0 0 0 2002 $100,000* 0 0 0 0
(1) Directors are to be paid $300 per meeting attended by such director. Other than the remuneration discussed above, the Company has no retirement, pension, profit sharing, stock option or similar program for the benefit of its officers, Directors or employees. *Waived. 7 Audit Committee - --------------- The company does not have an Audit Committee. The members of the Board sit as the Audit Committee. No qualified financial expert has been hired because the company is to small to afford such expense. Code of Ethics - -------------- The company has not adopted a Code of Ethics for the Board and the salaried employees. Committees and Procedures - -------------------------- (1) The registrant has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size. (2) The view of the board of directors is that it is appropriate for the registrant not to have such a committee because all directors participate in the consideration of director nominees and the board is so small. (3) Each of the members of the Board which acts as nominating committee is not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a). (4) The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders; (5) The basis for the view of the board of directors that it is appropriate for the registrant not to have such a policy is that there is no need to adopt a policy for a small company. (6) The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations; should provide a completed Directors Questionnaire to the company (7) There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with clean background. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board. (8) The nominating committee's process for identifying and evaluation nominees for director, including nominees recommended by security holders, is to find anyone willing to serve with clean background. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board. Item 11. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of July 31, 2004, the beneficial ownership of Common Stock by each person who is known by the Company to own beneficially more than 5% of the issued and outstanding Common Stock and the shares of Common Stock owned by each nominee and all officers and Directors as a group. Each person has sole voting and investment power as to all shares unless otherwise indicated. 8 COMMON STOCK Name of Number Beneficial Owner of Shares % of Total Outstanding Jon F. Elliott(1) P.O. Box 623 Deadwood, SD 3,668,567 54.% CEO/President and Director - - ------------------------------------------------------------------------- All Officers & Directors as a Group 3,668,567 54.% (1) Includes 737,779 shares owned by Mary K. Elliott individually and 684,392 shares owned by Jon Elliott individually Item 12. Certain Relationships and Related Transactions. None Item 13. Exhibits and Reports on Form 8-K. (a) Documents filed as a part of this report: ----------------------------------------- (1) Financial Statements. Independent Auditors' report Balance Sheets Statement of Operations Statement of Shareholder Deficit Statements of Cash Flows for the years ended July 31, 2004. Notes to Financial Statements at July 31, 2004. 9 (b) Reports on Form 8-K: -------------------- The Registrant filed no reports on Form 8-K during the last quarter of the period covered by this Report: (c) Exhibits: (1) The Registrant's Articles of Incorporation and Bylaws are incorporated herein by reference to SEC file No. 2-69024, filed September 2, 1980. There are no other exhibits specified in Item 601 of Regulation S-B to be included with this filing. Item 14. Principal Accountant Fees and Services General. Michael Johnson & Co., LLC, CPAs ("MJC") is the Company's principal auditing accountant firm. The Company's Board of Directors has considered whether the provisions of audit services is compatible with maintaining MJC's independence. Audit Fees. In 2004 MJC charged the Company $10,000 for the following professional services: audit of the annual financial statement of the Company for the fiscal years ended July 31, 2001, 2002 and 2003 and review of the interim financial statements included in quarterly reports on Form 10-QSB for the periods from October 31, 2001 to April 30, 2004. In 2004, Singer Lewak Greenbaum & Goldstein LLP, prior auditors were paid $27,000 for accrued fees from 2000-2001 for audit services. There were no audit related fees in 2001 to 2004. There were no tax fees or other fees in 2001 to 2004 paid to Auditors or Auditors affiliates. The Company's Board acts as the audit committee and had no "pre-approval policies and procedures" in effect for the auditors' engagement for the audit year 2001. All audit work was performed by the auditors' full time employees. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. Date: November 17, 2004 BAYMARK TECHNOLOGIES, INC. /s/Jon F. Elliott - ---------------------- Jon F. Elliott, President and Chief Executive Officer and Chief Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: November 17, 2004 /s/Jon F. Elliott - ----------------------- Jon F. Elliott, Director 11 BAYMARK TECHNOLOGIES, INC. (FORMERLY E-COMMERCE WEST CORP) FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 2004 AND 2003 MICHAEL JOHNSON & CO., LLC Certified Public Accountants 9175 East Kenyon Ave., Suite 100 Denver, Colorado 80237 Michael B. Johnson C.P.A. Telephone: (303) 796-0099 Member: A.I.C.P.A. Fax: (303) 796-0137 Colorado Society of C.P.A. INDEPENDENT AUDITOR'S REPORT Board of Directors Baymark Technologies, Inc. San Diego, CA We have audited the accompanying consolidated balance sheets of Baymark Technologies, Inc., as of July 31, 2004 and 2003, and the related statements of operations, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Baymark Technologies, Inc., as of July 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operation. The Company lost $8,279,302 from operations through July 31, 2004. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Denver, Colorado November 9, 2004 /s/Michael Johnson & Co., LLC
BAYMARK TECHNOLOGIES, INC. Consolidated Balance Sheet July 31, 2004 2003 ---------------- ---------------- ASSETS: Current Assets: Cash $ - $ - ---------------- ---------------- Total Current Assets - - ---------------- ---------------- Fixed Assets: Property & Equipment 33,950 33,950 Less Accumulated Depreciation (33,950) (33,950) ---------------- ---------------- Total Fixed Assets - - ---------------- ---------------- Other Assets Prepaid Expenses - 178 ---------------- ---------------- Total Other Assets - 178 ---------------- ---------------- TOTAL ASSETS $ - $ 178 ================ ================ LIABILITIES & STOCKHOLDERS' EQUITY: Current Liabilities: Accounts Payable $ 298,944 $ 148,944 Accrued Expenses 141,573 141,573 Note Payable - Related Party 168,731 168,731 Discontinued Operations Liability 148 148 ---------------- ---------------- Total Current Liabilties 609,396 459,396 ---------------- ---------------- Stockholders Equity: Preferred Stock, $.001 par value, 100,000,000 shares authorized Series A Convertible preferred stock 1,000,000 shares issued and outstanding 2004 and 2003 1,000 1,000 Series B Convertible preferred stock 100,000 shares issued and outstanding 2004 and 2003 100 100 Common stock, $.001 par value, 150,000,000 shares authorized 6,621,999 shares issued and outstanding in 2003 and 2004 6,623 6,623 Additional Paid-In Capital 7,812,361 7,812,361 Accumulated deficit (8,429,480) (8,279,302) Total Stockholders' Equity (609,396) (459,218) ---------------- ---------------- ================ ================ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ - $ 178 ================ ================
The accompanying notes are an integral part of these financial statements.
BAYMARK TECHNOLOGIES, INC. Consolidate Statement of Operations For the Year Ended July 31, 2004 2003 ---------------- ---------------- Revenue: Sales $ - $ - ---------------- ---------------- Total Income - - ---------------- ---------------- Operating Expenses: Administrative Expenses 150,178 34,310 ---------------- ---------------- Total Expenses 150,178 34,310 ---------------- ---------------- Net Loss From Operations (150,178) (34,310) ---------------- ---------------- Other Income/Expenses: Interest Income - - Loss on Investments - - Gain/Loss on Discontinued Operations - (36,209) Interest Expense - - ---------------- ---------------- Net Other Income/Expense - (36,209) ---------------- ---------------- Net Gain/Loss $ (150,178) $ (70,519) ================ ================ Per Share Information: Weighted average number of common shares outstanding 6,621,999 6,621,999 ---------------- ---------------- Net Loss per common share $ (0.02) $ (0.01) ================ ================
The accompanying notes are an integral part of these financial statements.
BAYMARK TECHNOLOGIES, INC. Consolidated Stockholders' Equity (Deficit) PREFERRED STOCK COMMON STOCKS Additional SERIES A SERIES B Paid-In Accumulated # of Shares Amount # of Shares Amount # of Shares Amount Capital Deficit ----------- ------ ----------- ------ ----------- ------ ------- ----------- Balance - July 31, 1998 1,000,000 $1,000 100,000 $ 100 1,440,350 $ 1,440 $ 5,864,959 $ (6,091,217) Issuance of stock for cash - - - - 116,667 117 92,383 - Issuance of stock for services - - - - 80,053 80 184,008 - Issuance of stock for services - - - - 438,889 439 336,166 - Cancellation of stock - - - - (7,780) (8) (43) - Net Loss for Year - - - (594,159) --------- ----- ------- ----- ----------- ------- ---------- -------------- Balance - July 31, 1999 1,000,000 1,000 100,000 100 2,068,179 2,068 6,477,473 (6,685,376) --------- ----- ------- ----- ----------- ------- ---------- -------------- Issuance of stock for cash - - - - 31,133 31 136,469 - Issuance of stock for services - - - - 68,467 69 152,889 - Issuance of stock for services - - - - 757,354 757 241,071 - Issuance of stock for acquisition - - - - 83,333 83 249,917 - Issuance of stock for cash - - - - 16,667 17 49,983 - Stock Option issuance - - - - - - 36,000 - Net Loss for Year - - - - - - - (698,384) --------- ----- ------- ----- ----------- ------- ---------- -------------- Balance - July 31, 2000 1,000,000 1,000 100,000 100 3,025,133 3,025 7,343,802 (7,383,760) --------- ----- ------- ----- ----------- ------- ---------- -------------- Issuance of stock for services - - - - 1,279,760 1,280 48,627 - Cancellation of stock for acquisition (83,333) (83) - - Net Loss for Year - - - - - - - (506,088) --------- ----- ------- ----- ----------- ------- ---------- -------------- Balance - July 31, 2001 1,000,000 1,000 100,000 100 4,221,560 4,222 7,392,429 (7,889,848) --------- ----- ------- ----- ----------- ------- ---------- -------------- Issuance of stock for services - - - - 731,151 731 215,852 - Issuance of stock for cash - - - - 100,000 100 9,900 - Issuance of stock for services - - - - 70,000 70 6,930 - Issuance of stock for services - - - - 100,000 100 9,900 - Issuance of stock for services - - - - 1,085,002 1,085 161,665 - Issuance of stock for services - - - - 100,000 100 9,900 - Issuance of stock for services - - - - 14,286 15 985 - Net Loss for Year - - - - - - - (318,935) --------- ----- ------- ----- ----------- ------- ---------- -------------- Balance - July 31, 2002 1,000,000 1,000 100,000 100 6,421,999 6,423 7,807,561 (8,208,783) --------- ----- ------- ----- ----------- ------- ---------- -------------- Issuance of stock for services - - - - 200,000 200 4,800 - Net Loss for Year - - - - - - - (70,519) --------- ------ ------- ----- ----------- ------- ---------- -------------- Balance - July 31, 2003 1,000,000 1,000 100,000 100 6,621,999 6,623 7,812,361 (8,279,302) --------- ------ ------- ----- ----------- ------- ----------- -------------- Net Loss for Year - - - - - - - (150,178) --------- ------ ------- ----- ----------- ------- ----------- -------------- Balance - July 31, 2004 1,000,000 $1,000 100,000 $ 100 6,621,999 $ 6,623 $ 7,812,361 $ (8,429,480) ========= ====== ======= ===== =========== ======= =========== ==============
The accompanying notes are an integral part of these financial statements. BAYMARK TECHNOLOGIES, INC. Consolidated Equity (Deficit) (continued) Total Stockholders' Equity ------ Balance - July 31, 1998 $ (223,718) Issuance of stock for cash 92,500 Issuance of stock for services 184,088 Issuance of stock for services 336,605 Cancellation of stock (51) Net Loss for Year (594,159) ---------- Balance - July 31, 1999 (204,735) ---------- Issuance of stock for cash 136,500 Issuance of stock for services 152,958 Issuance of stock for services 241,828 Issuance of stock for acquisition 250,000 Issuance of stock for cash 50,000 Stock Option issuance 36,000 Net Loss for Year (698,384) ---------- Balance - July 31, 2000 (35,833) ---------- Issuance of stock for services 49,907 Cancellation of stock for acquisition (83) Net Loss for Year (506,088) ---------- Balance - July 31, 2001 (492,097) Issuance of stock for services 216,583 Issuance of stock for cash 10,000 Issuance of stock for services 7,000 Issuance of stock for services 10,000 Issuance of stock for services 162,750 Issuance of stock for services 10,000 Issuance of stock for services 1,000 Net Loss for Year (318,935) ---------- Balance - July 31, 2002 (393,699) ---------- Issuance of stock for services 5,000 Net Loss for Year (70,519) ---------- Balance - July 31, 2003 (459,218) ---------- Net Loss for Year (150,178) ---------- Balance - July 31, 2004 $ (609,396) ========== The accompanying notes are an integral part of these financial statements.
BAYMARK TECHNOLOGIES, INC. Consolidated Statement of Cash Flow For the Year Ended July 31, Indirect Method 2004 2003 --------------- --------------- Cash Flows from Operating Activities: Net (Loss) $ (150,178) $ (70,519) Issuance of stock for services - 5,000 Depreciation - 5,540 Adjustments to reconcile net loss to cash used by operating activities Decrease in prepaid expenses 178 - Increase in Discontinued Operations - (103) (Decrease) Increase in accounts payable and accrued expenses 150,000 61,430 --------------- --------------- Net Cash Used by Operating Activities - 1,348 --------------- --------------- Payment on Notes Payable - Related Party - (1,352) --------------- --------------- Net Cash Provided by Financing Activities - (1,352) --------------- --------------- Net Increase in Cash & Cash Equivalents - (4) Beginning Cash & Cash Equivalents - 4 --------------- --------------- Ending Cash & Cash Equivalents $ - $ - =============== =============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest $ - $2,422 =============== =============== Cash paid for Income Taxes $ - $ - =============== =============== NON-CASH TRANSACTIONS Common stock issued for services $ - $ 5,000 =============== ===============
The accompoanying notes are an integral part of these financial statements. BAYMARK TECHNOLOGIES, INC. Notes to Financial Statements July 31, 2004 and 2003 Note 1 - Organization and Summary of Significant Accounting Policies: ------------------------------------------------------------ Organization: The Company (formerly E-Commerce West Corp.), a Utah Corporation, was incorporated on March 21, 1981. Since incorporation the Company has undergone several name, ownership, directional and management changes. The consolidated financial statements include the accounts of Baymark Technologies, Inc., Westerngold.com Corp, Atlantic Pacific Corp. (Goldiggers), Royal Casino Group, Inc. and ISP Gold, Inc. All of the subsidiaries have been discontinued except for ISP Gold, Inc. in the year ended July 2001. The primary purpose of the Company is the developing and bringing, to market its business-to-business internet application. The Company's fiscal year end is July 31. Basis of Accounting: The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. Cash and Cash Equivalents: - ------------------------- The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents. Use of Estimates: 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 from those estimates. Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period. Property and Equipment Equipment and property are capitalized at acquisition cost and depreciated utilizing the straight-line method over its estimated useful life. Maintenance and repairs are charged to operations as incurred. Other Comprehensive Income The Company has no material components of other comprehensive income (loss), and accordingly, net loss is equal to comprehensive loss in all periods. BAYMARK TECHNOLOGIES, INC. Notes to Financial Statements July 31, 2004 and 2003 Note 2 - Federal Income Taxes: The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes. The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income Taxes", which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. 2004 2003 ---------- ----------- Deferred tax assets Net operating loss carryforwards $ 8,429,480 $ 8,279,302 Valuation allowance (8,429,480) (8,279,302) ------------ ------------ Net deferred tax assets $ 0 $ 0 ============ ============ At July 31, 2004, the Company had net operating loss carryforwards of approximately $8,429,480 for federal income tax purposes. These carryforwards if not utilized to offset taxable income will begin to expire in 2010. Note 3 - Going Concern: The Company's financial statements have been prepared on the basis that it is a going concern, which contemplated the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current liabilities exceed the current assets by $609,396 at July 31, 2004. The Company has not earned any revenue from operations in 2004. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital to ultimately achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the Company. Note 4 - Capital Stock Transactions: The authorized capital stock of the Company is 150,000,000 shares of common stock at $.0001 par value and 100,000,000 shares of preferred stock at $.001 par value. In January of 2002 the Company authorized a 1:6 reverse split for the common stock. The Company issued 200,000 shares of common stock in 2003 for services, no shares of common stock were issued in 2004. All shares and per share amounts in the accompanying financial statements of the Company and notes thereto have been retroactively adjusted to give the effects of the reverse stock split. Note 5 - Segment Information Baymark Technologies, Inc. operates primarily in a single operating segment, business-to business internet applications. BAYMARK TECHNOLOGIES, INC. Notes to Financial Statements July 31, 2004 and 2003 Note 6 - Note Payable - Related Party: Note payable to Jon Elliott for payment of company expenses, non-interest bearing due upon demand $168,648 ======== In the year 2003 Jon Elliott, president of the Company, paid Company expenses and advanced the Company the funds. The note holder is considered to be a related party. Note 7 - Financial Accounting Developments: Recently issued Accounting Pronouncements In January 2003, the FAS issued FASB Interpretation No. 146, "Consolidation of Variable Interest Entities" (FIN 146) and interpretation of ARB (Accounting Research Bulletin) No. 51. The interpretation addresses consolidation and disclosure issues associated with variable interest entities. In October 2003, the effective date of FIN 146 for variable interest entities in existence prior to February 1, 2003, was delayed to December 31, 2003. In December 2003, the FASB issued a revised version of FIN 146, which effectively delayed implementation until March 2004, with earlier adoption permitted. FIN No. 146 did not materially effect the financial statements. In March 2003, the FAS issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". SFAS 149 is effective for contracts entered into or modified after June 30, 2003. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 149did not materially effect the financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. This statement establishes new standards of how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires that an issuer classify a financial instrument that is within the scope of this statement as a liability because the financial instrument embodies an obligation of the issuer. This statement applies to certain forms of mandatorily redeemable financial instruments including certain types of preferred stock, written put options and forward contracts. SFAS 150 did not materially effect the financial statements. EX-31 2 ex31.txt CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT I, Jon Elliott, certify that: 1. I have reviewed this annual report on Form 10-KSB of Baymark Technologies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of July 31, 2004; and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 17, 2004 /s/Jon Elliott - ----------------------- Jon Elliott, CEO EX-32 3 ex32.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Baymark Technologies, Inc. (the "Company") on Form 10-KSB for the period ending July 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Jon Elliott, CEO of the company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief. (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jon Elliott -------------------------------- Jon Elliot, CEO Dated: November 17, 2004 -----END PRIVACY-ENHANCED MESSAGE-----