Bay Acquisition Corp. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Bay Acquisition Corp.	Financial_Report.xls
EX-32 - CERTIFICATION - Bay Acquisition Corp.	bay_ex32.htm
EX-31 - CERTIFICATION - Bay Acquisition Corp.	bay_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

Commission File Number: 001- 28099

———————

BAY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

———————

Nevada		77-0571784
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

420 Lexington Avenue, Suite 2320, New York, NY 10170

(Address of Principal Executive Office) (Zip Code)

(212) 661-6800

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

———————

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. o Yes þ No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 4, 2012 there were 23,422,663 shares of common stock outstanding, par value $0.001.

BAY ACQUISITION CORP.

(UNAUDITED)

TABLE OF CONTENTS

		Page Number
PART I. Financial Statements

Item 1.	Financial Information (Unaudited)		3

	Condensed Balance Sheets as of June 30, 2012 and December 31, 2011		3

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2012 and June 30, 2011		4

	Condensed Statements of Cash Flows for the Three Months and Six Ended June 30, 2012 and June 30, 2011		5

	Notes to Condensed Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12

Item 4.	Controls and Procedures		12

PART II. Other Information

Item 1.	Legal Proceedings		14

Item 1A.	Risk Factors		14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14

Item 3.	Defaults Upon Senior Securities		14

Item 4.	Mine Safety Disclosure		14

Item 5.	Other Information		14

Item 6.	Exhibits		14

Signatures			15

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BAY ACQUISITION CORP.

BALANCE SHEETS

(U.S. Dollars in thousands, except share data)

(unaudited)

	June 30,			December 31,
	2012			2011
Assets
Current assets:
Cash	$	38		$	18
Loan to shareholder, net		157			157
Interest receivable		43			37

Total current assets		238			212


Total assets	$	238		$	212

Liabilities and Shareholders' Equity
Current liabilities:
Trade payables	$	102		$	52
Accrued interest		2			1
Convertible Notes Payable, net of discount		26			12

Total current liabilities		130			65

Commitments and contingencies

Shareholders' equity:
Common stock $0.001 par value; 100,000,000 shares authorized,
23,422,663 issued and outstanding at June 30, 2012
and December 31, 2011		23			23
Additional paid-in capital		14,284			14,264
Treasury stock (32,899,667 shares)		(4,957	)		(4,957	)
Accumulated deficit		(9,242	)		(9,183	)

Total shareholders' equity		108			147

Total liabilities and shareholders' equity	$	238		$	212

The accompanying footnotes are an integral part of these condensed financial statements.

BAY ACQUISITION CORP.

STATEMENTS OF OPERATIONS

(U.S. Dollars in thousands, except share data)

(unaudited)

	Three Months Ended					Six Months Ended
	June 30,			June 30,		June 30,			June 30,
	2012			2011		2012			2011

Revenue	$	-		$	-	$	-		$	-

Cost of revenue		-			-		-			-

Gross profit		-			-		-			-

General and administrative expenses		50			-		50			-

Operating loss		(50	)		-		(50	)		-

Interest income (expense), net		(7	)		-		(9	)		3

Income (loss) before income taxes		(57	)		-		(59	)		3

Provision for income taxes		-			-		-			-

Net income (loss) applicable to common shares	$	(57	)	$	-	$	(59	)	$	3

Net income (loss) per share - Basic and Diluted	$	(0.00	)	$	-	$	(0.00	)	$	0.00

Weighted average shares outstanding Basic and Diluted		23,422,663			23,422,663		23,422,663			23,422,663

The accompanying footnotes are an integral part of these condensed financial statements.

BAY ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

(U.S. Dollars in thousands)

(unaudited)

	June 30,			June 30,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	(59	)	$	3
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of debt discount		14			3
Increase in interest receivable		(6	)		(6	)
Increase in accounts payable		50			-
Increase in interest payable		1			-
Net cash provided by operating activities		-			-

Cash flows from financing activities:
Repayment by (loan to) stockholder	$	-		$	-
Proceeds from convertible note payable		20			17
Net cash provided by financing activities		20			17

Net increase in cash		20			17
Cash at beginning of period		18			1

Cash at end of period	$	38		$	18

Supplemental Cash Flow Information
During the period, cash was paid for the following:
Interest	$	-		$	-
Income taxes	$	-		$	-

The accompanying footnotes are an integral part of these condensed financial statements.

BAY ACQUISITION CORP.

NOTES TO THE CONDENSED INTERIM FINANCIAL

STATEMENTS (UNAUDITED)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The accompanying condensed unaudited interim financial statements have been prepared by Bay Acquisition Corp. (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. These financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals, which are, in the opinion of management, necessary for a fair presentation of the financial position of the Company as of June 30, 2012 and the results of operations and cash flows for the interim periods indicated in conformity with generally accepted accounting principles applicable to interim periods. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company for the year ended December 31, 2011 that is included in the Company’s Form 10-K filed with the Securities and Exchange Commission (the “2011 10-K”).

The Company is defined as a shell entity and is actively seeking to merge, invest in or acquire other companies to generate revenues and profits.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

As reflected in the accompanying financial statements, the Company’s operations for the three and six months ended June 30, 2012, resulted in a net loss of $57,000 and $59,000, respectively, and the Company's balance sheet reflects an accumulated deficit of $9,242,000. The Company’s ability to continue operating as a “going concern” is dependent on its ability to raise sufficient additional working capital. Management’s plans in this regard include raising additional cash from current shareholders and potential investors and lenders. As such, these factors raise substantial doubt as to the company's ability to continue as a going concern.

These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue its existence.

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 amounts reported and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2012 and December 31, 2011. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method described in FASB Accounting Standards Codification (“ASC”) 740-10, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes and liabilities are computed annually for differences between the financial statement and the tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Also, in accordance with the provisions of ASC 740-10, the Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not believe it has any unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing ASC 740-10.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company estimates that the fair value of all financial instruments at June 30, 2012 and December 31, 2011, as defined in ASC 825-10, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

BENEFICIAL CONVERSION FEATURE AND ACCRETIVE INTEREST EXPENSE

Under U.S GAAP, a beneficial conversion feature is required to be recognized on the date that a convertible instrument becomes convertible into equity shares and the fair market value of those equity shares exceeds the conversion price under the convertible instrument. These amounts are recorded as a reduction in the face value of the issued convertible or debt instrument with an offset going to additional paid-in-capital. This reduction will accrete through the profit and loss statement as interest expense using the interest rate method over the life of the convertible or debt instrument. In accordance with U.S. GAAP we recognized approximately $37,000 as a reduction to the face value of the Note Payable as a discount at issuance, as disclosed in Note 4.

INCOME (LOSS) PER COMMON SHARE

ASC 260-10 requires the presentation of basic earnings (loss) per share ("basic EPS") and diluted earnings (loss) per share ("diluted EPS").

The Company’s basic loss per common share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted loss per common share is based on net loss, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and beneficial conversion of related party accounts.

Outstanding share options and shares issued and reserved for outstanding share options have been excluded from the calculation of basic and diluted net loss per share to the extent such securities are anti-dilutive

NOTE 3 – NOTE RECEIVABLE - SHAREHOLDER

On February 11, 2009, the Company made a loan to a stockholder of the Company in the amount of $171,000. The loan bears interest at a rate of 8% per annum and was due and payable on May 15, 2010. In May 2010, a partial payment of $14,000 was received.

NOTE 4 – CONVERTIBLE NOTE PAYABLE

On April 18, 2011, the Company received a loan from Heriot Holdings Limited in the amount of $17,000 (“2011 Note”). The loan bears interest at a rate of 10% per annum and is due and payable on April 18, 2012. The loan is classified as “Convertible Note Payable” on the accompanying consolidated balance sheet of the Company. As of the date of these financials the loan is in default and has not been converted. The Company is currently negotiating an extension. The 2011 Note is convertible at $0.05.

On April 13, 2012, the Company received an additional convertible note payable (“2012 Note”) from Heriot Holdings Limited in the amount of $20,000. The loan bears interest at a rate of 10% per annum and is due and payable on October 13, 2012. The loan is classified as “Convertible Note Payable” on the accompanying consolidated balance sheet of the Company. The 2012 Note is convertible at $0.05.

Convertible Note Payable obligations as of June 30, 2012 and December 31, 2011 are as follows:

	June 30, 2012			December 31, 2011
Convertible Note Payable	$	37,000		$	17,000
Less: Debt Discount		(11,000	)		(5,000	)
	$	26,000		$	12,000

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

The following discussion of our financial condition and results of operations should be read together with the financial statements and related notes included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in those forward-looking statements as a result of certain factors, including, but not limited to, those contained in the discussion on forward-looking statements that follows this section.

OVERVIEW

We were previously engaged in the business of developing and marketing systems that manage the movement of people and baggage through airports. Since July 2008, our business plan was to seek, investigate, and, if warranted, acquire an interest in a business opportunity. In the event that we acquire another business, the acquisition may be made by merger, exchange of stock, or otherwise. On February 13, 2012, we entered into a Stock Purchase Agreement with Goozex, Inc., a Maryland corporation (“Goozex”) and the principal stockholders of Goozex for the acquisition of all of the outstanding and issued shares of Goozex. It is our intention to complete the acquisition of Goozex and for Goozex to become our operating subsidiary.

On May 11, 2012, the Company entered into an Engagement Agreement with a registered broker-dealer (the "Broker-Dealer") pursuant to which the Broker-Dealer agreed to act as the Company's placement agent for a private placement of units of the Company's common stock and warrants in any amount of up to $2,000,000.

Results of Operations

Revenues

Total revenues for the three and six month periods ended June 30, 2012 and 2011 were $0.

Gross profit for the three and six month periods ended June 30, 2012 and 2011 were both $0.

Expenses

Our total expenses for the three month periods ended June 30, 2012 and 2011 were $50,000 and $0 respectively, which reflects professional fees and expenses during the three month period ended June 30, 2012 related to preparing our audits for the calendar years 2010 and 2011 and preparing filings required to maintain the Company’s compliance with its obligations under the Securities Exchange Act of 1934, as amended.

Interest Income (expense)

During the three months ended June 30, 2012, we recorded $7,000 of net interest expense in connection with short term borrowing to pay the Company’s expenses during 2012. During the six months ended June 30, 2012, we recorded $9,000 of interest expense in connection with the such bridge loan.

Net income (loss)

Our net loss for the three months ended June 30, 2012 was $57,000 which reflects the items shown above. During the same respective period in 2011 we had a net loss of $0. The increase in our net loss reflects the expenses described above necessary to complete our audits for calendar years 2010 and 2011.

Our net loss for the six months ended June 30, 2012 was $59,000 which reflects the items mentioned above. During the same respective period in 2011 we had a net profit of $3,000.

Cash Flows

Net cash provided by (used in) operating activities: Net cash provided from operating activities was $0 for both periods.

Net cash provided by financing activities: Net cash provided by financing activities was $20,000 for the six months ended June 30, 2012, as compared to net cash provided by financing activities of $17,000 during the same period in 2011.

Liquidity and Capital Resources

As of June 30, 2012, total current assets were $238,000 and total current liabilities were $130,000, and the Company had a cash balance of $38,000.

Our financial statements raise doubt to our ability to continue operating as a “going concern”. In the event that that Company shall acquire additional products or subsidiaries, we may require significant amounts of additional capital. In such a case, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or convertible debt securities could result in additional dilution to our shareholders. Incurring indebtedness could result in an increase in our fixed obligations and could result in borrowing covenants that would restrict our operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If financing is not available when required or is not available on acceptable terms, we may be unable to develop or enhance our products or services, or, we may potentially not be able to continue business activities. Any of these events could have a material and adverse effect on our business, results of operations and financial condition.

Critical Accounting Policies and Estimates

Our discussion and analysis of its financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, income taxes and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements as defined in Item 303(c)(2) of Regulation S-K.

Forward-Looking Statements

The statement made above relating to the adequacy of our working capital is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act of 1995. The statements that express the “belief,” “anticipation,” “plans,” “expectations,” “will” and similar expressions are intended to identify forward-looking statements.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include matters relating to the business and financial condition of any company we acquire. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not required for Smaller Reporting Companies

Item 4. Controls and Procedures

Not required for Smaller Reporting Companies

Evaluation of Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange Act of 1934 under the supervision and with the participation of our chief executive officer and chief financial officer of the effectiveness of the design and operation of our “disclosure controls and procedures” as of the end of the period covered by this Report.

Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation will be done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.

Based on his evaluation, our chief executive officer and chief financial officer has concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to Bay Acquisition Corp. required to be included in our periodic reports filed with the SEC as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected. Our internal control over financial reporting was not effective for the following reasons:

The deficiency was identified as the Company’s limited segregation of duties amongst the Company’s employees with respect to the Company’s control activities. This deficiency is the result of the Company’s limited number of employees. This deficiency may affect management’s ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.

The deficiency was identified with respect to the Company’s Board of Directors. This deficiency is the result of the Company’s limited number of external board members. This deficiency may give the impression to the investors that the board is not independent from management. Management and the Board of Directors are required to apply their judgment in evaluating the cost-benefit relationship of possible changes in the organization of the Board of Directors.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Not Applicable.

Item 1A. Risk Factors.

Not Applicable.

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

None

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosure.

Not Applicable.

Item 5. Other Information.

Not Applicable.

Item 6. Exhibits.

Exhibit Number		Description

31		CEO and CFO certifications required under Section 302 of the Sarbanes-Oxley Act of 2002

32		CEO and CFO certifications required under Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

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

Signatures

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

	BAY ACQUISITION CORP.

Date: November 8, 2012	By:	/s/ Paul Goodman
		Paul Goodman
		President and Chief Financial Officer

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