WEB NEWS Comments & Business Outlook
BAYING ECOLOGICAL HOLDING GROUP, INC
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
For the Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2016
2015
2016
2015
Revenues
$
-
$
-
$
-
$
-
Operating Expenses
Professional fees
2,500
5,000
16,500
29,000
Management fees
4,500
4,500
13,500
13,500
General and administrative expenses
750
1,151
3,135
9,432
Total Operating Expenses
7,750
10,651
33,135
51,932
Loss from opertions
(7,750
)
(10,651
)
(33,135
)
(51,932
)
Other Income (Expenses)
Other Income (Expenses)
-
-
-
-
Total Other Income (Expenses)
-
-
-
-
Net Loss before Income Taxes
(7,750
)
(10,651
)
(33,135
)
(51,932
)
Income Tax Benefit
-
-
-
-
Net Loss
$
(7,750
)
$
(10,651
)
$
(33,135
)
$
(51,932
)
Net Loss per Common Share - Basic and Diluted
$
(0
)
$
(0
)
$
(0
)
$
(0
)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
260,983
260,983
260,983
260,983
Comments & Business Outlook
For the Years Ended
June 30,
June 30,
2015
2014
(Restated)
Revenues
$
-
$
-
Operating Expenses
Professional fees
33,000
21,900
Management fees
18,000
9,000
General and administrative expenses
11,553
4,798
Stock compensation expense
-
250,083
Total Operating Expenses
62,553
285,781
Loss from opertions
(62,553
)
(285,781
)
Other Income (Expenses)
Gain on debt extinguishment
9,485
Total Other Expenses
-
9,485
Net Loss before Income Taxes
(62,553
)
(276,296
)
Income Tax Benefit
-
-
Net Loss
$
(62,553
)
$
(276,296
)
Net Loss per Common Share - Basic and Diluted
$
(0
)
$
(1
)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
260,983
225,355
Investor Alert
ITEM 4.02 NON RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OF COMPLETED INTERIM REVIEW.
Comments & Business Outlook
Baying Ecological Holding Group, Inc.
Statements of Operations
Three Months ended
Nine Months ended
March 31,
March 31,
March 31,
March 31,
OPERATING EXPENSES
Regulatory and transfer agent fees
-
-
-
-
Management Fees
3,000
3,000
9,000
9,000
Professional Fees
-
-
10,000
Rent
1,000
1,000
3,000
3,000
Amortization
-
-
-
Impairment Charge
-
-
-
Bank Charges and Interest
-
-
-
Total Operating Expenses
4,000
4,000
12,000
22,000
Loss before other
(4,000
)
(4,000
)
(12,000
)
(22,000
)
OTHER: Forgiveness Income
-
-
9,485
NET INCOME (LOSS)
$
(4,000
)
$
(4,000
)
$
(3,485
)
(22,000
)
NET INCOME (LOSS) PER SHARE
$
(0.02
)
$
(0.02
)
$
(0.01
)
$
(0.10
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
260,983
260,983
260,983
216,505
Management Discussion and Analysis
Our net loss for the three month period ended March 31, 2015 was ($4,000) compared to a net loss of ($4,000) during the three month period ended March 31, 2014. We did not generate any revenues during the three month periods ended March 31, 2015 or March 31, 2014, respectively.
During the three month period ended March 31, 2015, we incurred operating expenses of $4,000 (2014: $4,000). These operating expenses incurred during the three month period ended March 31, 2015 consisted of: (i) management fees of $3,000 (2014: $3,000); and (ii) rent of $1,000 (2014: $1,000).
Thus, our operating loss during the three month period ended March 31, 2015 was $4,000 compared to $4,000 during the three month period ended March 31, 2014.
There were no other expenses or income. Therefore, our net loss was ($4,000) or ($0.02) for the three month period ended March 31, 2015 compared to a net loss of ($4,000) or ($0.02) during the three month period ended March 31, 2014. The weighted average number of shares outstanding was 260,983 for the three month periods ended March 31, 2015 and March 31, 2014.
Comments & Business Outlook
Baying Ecological Holding Group, Inc.
Statements of Operations
Three Months ended
Six Months ended
December 31, 2014
December 31,
December 31,
December 31,
OPERATING EXPENSES
Regulatory and transfer agent fees
-
-
Management Fees
3,000
3,000
6,000
6,000
Professional Fees
-
10,000
10,000
Rent
1,000
1,000
2,000
2,000
Amortization
-
-
-
Impairment Charge
-
-
-
Bank Charges and Interest
-
-
-
Total Operating Expenses
4,000
14,000
8,000
18,000
Loss before other
(4,000
)
(14,000
)
(8,000
)
(18,000
)
OTHER: Forgiveness Income
9,485
-
9.485
NET INCOME (LOSS)
$
5,485
$
(14,000
)
$
1,485
(18,000
)
NET INCOME (LOSS) PER SHARE
$
0.02
$
(0.09
)
$
0.01
$
(0.11
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
260.983
160.950
260,983
160,950
Comments & Business Outlook
Three Months ended
Cumulative from Date of Inception on April 11,
September 30,
September 30,
September 30, 2014
OPERATING EXPENSES
Regulatory and transfer agent fees
-
-
2,380
Management Fees
3,000
3,000
110,843
Professional Fees
-
-
276,023
Rent
1,000
1,000
71,243
Amortization
-
-
8,125
Impairment Charge
-
-
334,375
Bank Charges and Interest
-
-
783
Total Operating Expenses
4,000
4,000
803,772
Loss before other
(4,000
)
(4,000
)
(803,772
)
OTHER
-
-
15,396
NET INCOME (LOSS)
$
(4,000
)
$
(4,000
)
$
(788,376
)
NET INCOME (LOSS) PER SHARE
$
(0.02
)
$
(0.02
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
260,983
160,950
Management Discussion and Analysis
Our net loss for the three month period ended September 30, 2014 was ($4,000) compared to a net loss of ($4,000) during the three month period ended September 30, 2013. We did not generate any revenues during the three month periods ended September 30, 2014 or September 30, 2013, respectively.
Comments & Business Outlook
Baying Ecological Holding Group, Inc.
Statements of Operations
Year ended
Cumulative from Date of Inception on April 11, 2005 to
June 30, 2014
June 30, 2013
June 30, 2014
OPERATING EXPENSES
Regulatory and transfer agent fees
-
-
2,380
Management Fees
12,000
12,000
107,843
Professional Fees
10,000
19,485
276,023
Rent
4,000
4,000
70,243
Amortization
-
-
8,125
Impairment Charge
-
-
334,375
Bank Charges and Interest
-
-
783
Total Operating Expenses
26,000
35,485
799,772
Loss before other
(26,000
)
(35,485
)
(799,772
)
OTHER
-
-
15,396
NET INCOME (LOSS)
$
(26,000
)
$
(35,485
)
$
(784,376
)
NET INCOME (LOSS) PER SHARE
$
(0.14
)
$
(0.53
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
179,586
66,429
Management Discussion and Analysis
Our net loss for fiscal year ended June 30, 2014 was ($26,000) compared to a net loss of ($35,485) during fiscal year ended June 30, 2013 (a decrease in net loss of $9,485). During fiscal years ended June 30, 2014 and 2013, we did not generate any revenues.
During fiscal year ended June 30, 2014, we incurred operating expenses of $26,000 compared to $35,485 incurred during fiscal year ended June 30, 2013 (a decrease of $9,485). These operating expenses incurred during fiscal year ended June 30, 2014 consisted of: (i) management fees of $12,000 (2013: $12,000); (ii) professional fees of $10,000 (2013: $19,485); and (iii) rent of $4,000 (2013: $4,000).
Operating expenses incurred during fiscal year ended June 30, 2014 compared to fiscal year ended June 30, 2013 decreased primarily due to the decrease in professional fees of $9,485. The decrease in professional fees was related to decreases in accounting, auditing and legal fees
Net loss during fiscal year ended June 30, 2014 was ($26,000) compared to a net loss of ($35,485) during fiscal year ended June 30, 2013.
Comments & Business Outlook
Three months ended
Nine months Ended
Cumulative from Date of Inception on April 11, 2005 to
31-Mar-14
31-Mar-13
31-Mar-14
31-Mar-13
31-Mar-14
OIL AND GAS REVENUES
$ - $ - $ - $ - $ -
OPERATING EXPENSES
Regulatory and transfer agent fees
- - - - 2,380
Management Fees
3,000 3,000 9,000 9,000 104,843
Professional Fees
- - 10,000 9,485 276,023
Rent
1,000 1,000 3,000 3,000 69,243
Amortization
- - - - 8,125
Impairment Charge
- - - - 334,375
Bank Charges and Interest
- - - 4,736,449 4,737,232
Total Operating Expenses
4,000 4,000 22,000 4,757,934 5,532,221
INCOME (LOSS) BEFORE OTHER
(4,000 ) (4,000 ) (22,000 ) (4,757,934 ) (5,532,,221 )
OTHER
- - - - 15,396
NET INCOME (LOSS)
$ (4,000 ) $ (4,000 ) $ (22,000 ) $ (4,757,934 ) $ (5,516,825 )
NET INCOME (LOSS) PER SHARE
$ (0.02 ) $ (0.07 ) $ (0.10 ) $ (78.06 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
260,983 60,950 216,505 60,950
NET LOSS PER SHARE BASIC AND DILUTED $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.05 )
WEIGHTED AVERAGE COMMON SHARES BASIC AND DILUTED 95,110,903 94,910,950 95,060,505 94,710,950
Management Discussion and Analysis
Our net loss for the three month period ended March 31, 2014 was ($4,000) compared to a net loss of ($4,000) during the three month period ended March 31, 2013. During the three month periods ended March 31, 2014 and March 31, 2013, we did not generate any revenue.
Auditor trail
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS Item 4.01 Changes in Registrant's Certifying Accountant
On February 12, 2014, Toro Ventures Inc., now known as Baying Ecological Holdings Group Inc., a Nevada corporation (the "Company") received a comment letter from the Securities and Exchange Commission regarding its filing of Form 10-K for fiscal year ended June 30, 2013 (the "SEC Comment Letter"). The SEC Comment Letter noted that the Company previously filed eighteen periodic reports on June 18, 2013 covering our fiscal years 2009 through 2013 (collectively, the "SEC Reports"). The SEC Reports were filed by prior management and reflected that the Company believed it was an "inactive entity" as defined in Rule 3-11 of Regulation S-X and therefore did not need to provide audited or reviewed financial statements with its filings. The Company had not engaged an independent accountant to audit or review its financials.
Therefore, the new Board of Directors of the Company has engaged Terry L. Johnson, CPA ("Johnson") as its principal independent registered public accounting firm effective March 24, 2014. The decision to appoint Johnson as the Company's principal independent registered public accounting firm has been approved by the Company’s board of directors.
In connection with the Company’s appointment of Johnson as the Company's principal registered accounting firm at this time, the Company has not consulted Johnson on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements. Johnson's offices are located at 406 Greyford Lane, Casselberry, Florida 32717.
The Company intends to re-file the SEC Reports with audited and/or reviewed financial statements, respectively. The Board of Directors believes that the SEC Reports shall be completed and filed by approximately May 20, 2014.
Share Structure
Name Change Amendment/Reverse Stock Split
On January 9, 2014, the majority shareholders of the Company approved a reverse stock split of one for one for one hundred (1:100) of the Company's total issued and outstanding shares of common stock (the “Stock Split”) and a change in the name of the Company from "Toro Ventures Inc." to "Baying Ecological Holding Group Inc." (the "Name Change"). Pursuant to the Company's Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes is required to effect the Stock Split and the Name Change. The Company’s articles of incorporation does not authorize cumulative voting. As of the record date of January 9, 2014, the Company had 26,095,000 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock are entitled to 20,000,000 votes, which represents approximately 76.64% of the voting rights associated with the Company’s shares of common stock. The consenting stockholders voted in favor of the Stock Split and the Name Change described herein in a unanimous written consent dated January 9, 2014.
The Board of Directors had previously considered factors regarding their approval of the Stock Split including, but not limited to: (i) current trading price of the Company’s shares of common stock on the OTC QB Market and potential to increase the marketability and liquidity of the Company’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) posturing the Company and its structure in favorable position in order to effectively negotiate with potential acquisition candidates. The Board of Directors of the Company approved the Name Change and the Stock Split and recommended the majority shareholders of the Company review and approve the Name Change and the Stock Split.
The Stock Split was effected based upon the filing of appropriate documentation with FINRA. The Stock Split will decrease the Company's total issued and outstanding shares of common stock from approximately 26,095,000 shares to 260,950 shares of common stock. The common stock will continue to be $0.001 par value. The trading symbol of the Company will have a "D" placed on the ticker symbol for twenty business days from the effective date of the Stock Split and be "TORO". After twenty business days has passed, the Company's trading symbol will change to "BYIN". The new cusip number for the Company is is 07278X107.
