806175--4/15/2008--BAYWOOD_INTERNATIONAL

related topics

{stock, price, share}

{acquisition, growth, future}

{debt, indebtedness, cash}

{provision, law, control}

{customer, product, revenue}

{product, liability, claim}

{stock, price, operating}

{personnel, key, retain}

{financial, litigation, operation}

{interest, director, officer}

{product, market, service}

{condition, economic, financial}

{competitive, industry, competition}

Our Independent Auditors have expressed doubt about our ability to continue as a going concern and, if we do not continue as a going concern, you may lose your entire investment. We have had a history of losses and if we cannot consistently generate positive cash flows or raise sufficient capital then we will not realize our growth potential and our business could suffer financially. We depend on third-party suppliers and manufacturers. Any disruption or extended delay in product supply from any of our third-party suppliers could have a significant adverse impact on our operations. If we cannot maintain adequate inventory, our revenues will likely decrease and our business may be harmed. Our business is sensitive to public perception. If any of our products prove to be harmful to consumers or if scientific studies provide unfavorable findings regarding their safety or effectiveness, then our brands and our image in the marketplace would be negatively impacted. We are at risk for product liability claims and require adequate insurance to protect us against such claims. If we are unable to secure the necessary insurance coverage at affordable cost to protect our business against any claims, then our exposure to liability will greatly increase and our ability to market and sell our products will be more difficult since certain customers rely on this insurance in order to distribute our products. Our stock price is volatile and, if continued volatility occurs or if our stock price continues to be low, then our stock may be less attractive to investors and we may not be able to raise adequate capital and we may be subject to the risk of litigation. We must develop and introduce new products to succeed. We may need additional capital and if we do not generate sufficient cash flow and we cannot raise additional capital, we will not be able to fulfill our business plan. We have outstanding indebtedness that may have to be renegotiated or refinanced. We may face significant competition which could adversely affect our revenues, results of operations and financial condition. If we are unable to manage our projected growth, we may not be able to implement our business plan and we may not achieve profitability in the future. Our revenues and operating results may fluctuate unexpectedly from quarter to quarter, which may cause our stock price to decline. The acquisition of Nutritional Specialties may prove disruptive and could result in the combined business failing to meet our expectations. We depend upon our executive officers and key personnel. Our current management may control the right to vote our common stock and they may be able to control our company indefinitely. Provisions in our corporate charter and under Nevada law are favorable to our directors. Certain provisions in our charter, and the composition of our current stockholder base, may prevent or delay a change of control of our company. We may be unable to pay dividends. Future classes of preferred stock may be issued with greater rights than our preferred stock. In the event of bankruptcy, all creditors claims will have priority over the rights of holders of shares. Shares of our common stock and other securities may be penny stocks. Future sales of common stock by our existing stockholders could adversely affect the stock price our securities. We do not expect to pay cash dividends on our common stock in the foreseeable future.

Full 10-K form ▸

806175--4/15/2008--BAYWOOD_INTERNATIONAL_INC