U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007
Or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to ____________

Commission File No. 0-4006

BAYNON INTERNATIONAL CORP.
(Name of Small Business Issuer in Its Charter)

            Nevada                                88-0285718
-------------------------------            ----------------------
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)              Identification Number)

266 Cedar Street, Cedar Grove, New Jersey         07009
-----------------------------------------      ----------
(Address of Principal Executive Offices)        (Zip Code)

Baynon's Telephone Number, Including Area Code: (973) 239-2952

Securities Registered Pursuant to Section 12(b) of the Exchange Act:
None

Securities Registered Pursuant to Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share
 (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that Baynon was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes [X] No [ ]

Indicate by check mark whether Baynon is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Baynon's knowledge, in
definitive proxy of information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State Baynon's revenues for its most recent fiscal year: $ 0

The aggregate market value of the voting and non-voting common equity
of Baynon held by non-affiliates of Baynon as of March 15, 2008, was
approximately $          . (1)

(1) As there has been no trading market for Baynon's Common Stock for
at least the last two years, the per share value of $.01 was estimated
based upon private placements by Baynon consummated in January and
March 2002 and November 2005.

As of March 15, 2008, Baynon had 21,152,692 shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None





<PAGE>2
PART I

ITEM 1. DESCRIPTION OF BUSINESS

Baynon International Corp., formerly known as "Technology Associates
Corporation", was originally incorporated on February 29, 1968, under
the laws of the Commonwealth of Massachusetts. On December 28, 1989,
Baynon reincorporated under the laws of the State of Nevada.  Baynon
was formerly engaged in the technology marketing business.  Baynon has
not engaged in any business operations for at least the last five
years.  Baynon is considered a blank check company for purposes of this
report. As defined in Section 7(b)(3) of the Securities Act of 1933, as
amended, a blank check company is a development stage company that has
no specific business plan or purpose or has indicated that its business
plan is to engage in a merger or an acquisition with an unidentified
company or companies and is issuing "penny stock" securities as defined
in Rule 3(a)(51) of the Securities Exchange Act of 1934, as amended.

Baynon's current business plan is to attempt to identify and negotiate
with a business target for the merger of that entity with and into
Baynon.  In certain instances, a target company may wish to become a
subsidiary of Baynon or may wish to contribute or sell assets to Baynon
rather than to merge.  No assurances can be given that Baynon will be
successful in identifying or negotiating with any target company.
Baynon seeks to provide a method for a foreign or domestic private
company to become a reporting or public company whose securities are
qualified for trading in the United States secondary markets.

A business combination with a target company normally will involve the
transfer to the target company of the majority of the issued and
outstanding common stock of Baynon, and the substitution by the target
company of its own management and board of directors.  No assurances
can be given that Baynon will be able to enter into a business
combination, or, if Baynon does enter into such a business combination,
no assurances can be given as to the terms of a business combination,
or as to the nature of the target company.

Baynon has not engaged in any business operations for at least the last
five years.  The current and proposed business activities described
herein classify Baynon as a blank check company.  The Securities and
Exchange Commission and many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies.
Management does not intend to undertake any efforts to cause a market
to develop in Baynon's securities until such time as Baynon has
successfully implemented its business plan described herein.


ITEM 2. DESCRIPTION OF PROPERTY

Baynon has no properties and at this time has no agreements to acquire
any properties.  Baynon currently uses for its principal place of
business the home office of Mr. Catizone, an officer and director of
Baynon, at no cost to Baynon, an arrangement which management expects
will continue until Baynon completes an acquisition or merger.


ITEM 3. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against Baynon.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise.



<PAGE>3

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information.  There has been no trading market for Baynon's
Common Stock for at least the last three years.  There can be no
assurance that a trading market will ever develop or, if such a market
does develop, that it will continue.

Exchange Act Rule 15g-9 establishes sales practice requirements
relating to "penny stocks."  For any transaction involving a penny
stock, unless exempt, the rules require that a broker or dealer: (i)
approve a person's account for transactions in penny stocks; and (ii)
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 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) 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 stocks 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.

If, after a merger or acquisition, Baynon does not meet the
qualifications for listing on the Nasdaq SmallCap Market, Baynon's
securities may be traded in the OTC Bulletin Board.  The OTC market
differs from national and regional stock exchanges in that it (1) is
not cited in a single location but operates through communication of
bids, offers and confirmations between broker-dealers; and (2)
securities admitted to quotation are offered by one or more broker-
dealers rather than the "specialist" common to stock exchanges.  Baynon
may apply for listing on the NASD OTC Bulletin Board or may offer its
securities in what are commonly referred to as the "pink sheets" of the
National Quotation Bureau, Inc.  To qualify for listing on the NASD OTC
Bulletin Board, an equity security must have one registered broker-
dealer, known as the market maker, willing to list bid or sale
quotations and to sponsor the company for listing on the Bulletin
Board.

If Baynon is unable initially to satisfy the requirements for quotation
on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is
conducted in the OTC market, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value
of, Baynon's securities.

(b) Holders.  There were approximately 540 record holders of Baynon's
Common Stock as of March 15, 2008.  The issued and outstanding shares
of Baynon's common stock were issued in accordance with the exemptions
from registration afforded by Sections 3(b) and 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder.

(c) Dividends. Baynon has not paid any dividends in the past two years,
and has no plans to do so for the foreseeable future.



<PAGE>4

Recent Sales of Unregistered Securities.

On December 12, 2007, the Board of Directors authorized the issuance of
2,120,000 shares of common stock in satisfaction of a note payable to a
stockholder of $20,000 plus accrued interest of $1,200.

Purchases of Equity Securities by the Small Business Issuer and
Affiliated Purchasers

There were no purchases of equity securities by Baynon or affiliated
purchasers during the fourth quarter of 2007.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Trends and Uncertainties

There are no material commitments for capital expenditure at this time.
There are no trends, events or uncertainties that have had or are
reasonably expected to have a material impact on our limited
operations.  There are no known causes for any material changes from
period to period in one or more line items of the Baynon's financial
statements.

Liquidity and Capital Resources

At December 31, 2007, Baynon had a cash balance of $14,513, which
represents a $1,573 increase from the $12,940 balance at December 31,
2006. This increase was primarily the result of cash proceeds received
from a note payable, stockholder which enable Baynon to satisfy the
requirements of a reporting company.  Baynon's working capital position
at December 31, 2007 was ($25,019) as compared to a December 31, 2006
balance of $(21,867).

The focus of Baynon's efforts is to acquire or develop an operating
business. Despite no active operations at this time, management intends
to continue in business and has no intention to liquidate Baynon.
Baynon has considered various business alternatives including the
possible acquisition of an existing business, but to date has found
possible opportunities unsuitable or excessively priced.  Baynon does
not contemplate limiting the scope of its search to any particular
industry.  Management has considered the risk of possible opportunities
as well as their potential rewards.  Management has invested time
evaluating several proposals for possible acquisition or combination,
however, none of these opportunities were pursued.  Baynon presently
owns no real property and at this time has no intention of acquiring
any such property.  Baynon's sole expected expenses are comprised of
professional fees primarily incident to its reporting requirements.

The accompanying financial statements have been prepared assuming
Baynon will continue as a going concern. As shown in the accompanying
financial statements, Baynon has incurred losses of $24,352 and $25,291
for the years ended December 31, 2007 and 2006, respectively, and a
working capital deficiency which raises substantial doubt about the
Company's ability to continue as a going concern.

Management believes Baynon will continue to incur losses and negative
cash flows from operating activities for the foreseeable future and
will need additional equity or debt financing to sustain its operations
until it can achieve profitability and positive cash flows, if ever.
Management plans to seek additional debt and/or equity financing for
the Company, but cannot assure that such financing will be available on
acceptable terms.  Baynon's continuation as a going concern is
dependent upon its ability to ultimately attain profitable operations,
generate sufficient cash flow to meet its obligations, and obtain
additional financing as may be required. The outcome of this
uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty. There can be no
assurance that management will be successful in implementing its
business plan or that the successful implementation of such business
plan will actually improve Baynon's operating results.


<PAGE>5

Results of Operations for the Year Ended December 31, 2007, Compared to
the Year Ended December 31, 2006.

Baynon incurred a net loss of $24,352 in the current year versus a net
loss of $25,291 in the prior year.  General and administrative expenses
were $23,409 compared to $25,476 in the prior year, a decrease of
$2,067.  General and administrative expenses were incurred primarily to
enable Baynon to satisfy the requirements of a reporting company.

During the current and prior year, Baynon did not record an income tax
benefit due to the uncertainty associated with Baynon's ability to
merge with an operating company, which might permit Baynon to avail
itself of those advantages.

The accompanying financial statements have been prepared assuming
Baynon will continue as a going concern. As shown in the accompanying
financial statements, Baynon has incurred losses of $24,352 and $25,291
for the years ended December 31, 2007 and 2006, respectively, and a
working capital deficiency which raises substantial doubt about
Baynon's ability to continue as a going concern.

Management believes the Company will continue to incur losses and
negative cash flows from operating activities for the foreseeable
future and will need additional equity or debt financing to sustain its
operations until it can achieve profitability and positive cash flows,
if ever.  Management plans to seek additional debt and/or equity
financing for Baynon, but cannot assure that such financing will be
available on acceptable terms.  Baynon's continuation as a going
concern is dependent upon its ability to ultimately attain profitable
operations, generate sufficient cash flow to meet its obligations, and
obtain additional financing as may be required.  The outcome of this
uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty. There can be no
assurance that management will be successful in implementing its
business plan or that the successful implementation of such business
plan will actually improve our operating results.

Use of Estimates

The following discussion as well as disclosures included elsewhere in
this Form 10-KSB, are based upon our audited financial statements,
which have been prepared in accordance with accounting principles
generally accepted in the United States.  These consolidated financial
statements and accompanying notes have been prepared in accordance with
accounting principles generally accepted in the United States of
America.  The preparation of these consolidated financial statements
requires management to make estimates, judgments and assumptions that
affect the reported amounts of assets, liabilities, revenues and
expenses.  Baynon continually evaluates the accounting policies and
estimates used to prepare the consolidated financial statements.
Baynon bases its estimates on historical experiences and assumptions
believed to be reasonable under current facts and circumstances. Actual
amounts and results could differ from these estimates made by
management.

Baynon utilizes Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes".  SFAS 109 requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the differences between the
financial statement carrying amounts and tax bases of assets and
liabilities using enacted rates in effect in the years in which the
differences are expected to reverse.  Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized.




<PAGE>6

Recently Issued Accounting Standards

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments" ("SFAS No. 155"). SFAS No. 155 amends
SFAS No 133, "Accounting for Derivative Instruments and Hedging
Activities", and SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities". SFAS No. 155,
permits fair value remeasurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes
a requirement to evaluate interest in securitized financial assets to
identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring
bifurcation, clarifies that concentrations of credit risk in the form
of subordination are not embedded derivatives, and amends SFAS No. 140
to eliminate the prohibition on the qualifying special-purpose entity
from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
This statement is effective for all financial instruments acquired or
issued after the beginning of Baynon's first fiscal year that begins
after September 15, 2006. SFAS No. 155 did not have a material effect
on the financial position or results of operations of Baynon.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No.
109" ("FIN 48"), which clarifies the accounting for uncertainty in
income taxes recognized in financial statements in accordance with FASB
No. 109,"Accounting for Income Taxes".  FIN 48 prescribes a recognition
threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be
taken in a tax return.  The provisions of FIN 48 are effective for
fiscal years beginning after December 15, 2006, with the cumulative
effect of the change in accounting principle recorded as an adjustment
to opening retained earnings.  FIN 48 did not have a material effect on
the financial position or results of operations of the Company.

In September 2006, FASB issued SFAS 158 'Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans--an amendment of
FASB Statements No. 87, 88, 106, and 132(R)'  This Statement improves
financial reporting by requiring an employer to recognize the over
funded or under funded status of a defined benefit postretirement plan
(other than a multiemployer plan) as an asset or liability in its
statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not-for-profit organization.  This Statement also improves financial
reporting by requiring an employer to measure the funded status of a
plan as of the date of its year-end statement of financial position,
with limited exceptions. An employer with publicly traded equity
securities is required to initially recognize the funded status of a
defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after December 15,
2006.  An employer without publicly traded equity securities is
required to recognize the funded status of a defined benefit
postretirement plan and to provide the required disclosures as of the
end of the fiscal year ending after June 15, 2007.  However, an
employer without publicly traded equity securities is required to
disclose the following information in the notes to financial statements
for a fiscal year ending after December 15, 2006, but before June 16,
2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements: (1) a brief
description of the provisions of this Statement; (2) the date that
adoption is required and (3) the date the employer plans to adopt the



<PAGE>7

recognition provisions of this Statement, if earlier.  The Company does
not have a defined benefit plan and this pronouncement had no impact on
Baynon's financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements."  This statement defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair
value measurements.  SFAS No. 157 will be effective for the Company
beginning January 1, 2008.  The adoption of SFAS No. 157 is not
expected to have a material effect on Baynon's financial condition or
results of operations.

FASB Staff Position (FSP) No. 00-19-2, Accounting for Registration
Payment Arrangements, was issued in December 2006 to address an
issuer's accounting for registration payment arrangement. The FSP
specifies that the contingent obligation to make future payments or
otherwise transfer consideration under a registration payment
arrangement should be separately recognized and measured in accordance
with SFAS No. 5, Accounting for Contingencies.  For registration
payment arrangements and financial instruments subject to those
arrangements that were entered into prior to the issuance of this FSP
and that continues to be outstanding at the adoption date, this
guidance is effective for fiscal years beginning after December 15,
2006 and interim periods within those fiscal years. Retrospective
application of the guidance in this FSP to financial statements for
earlier interim or annual periods presented is not permitted.  The
adoption of FSP 00-19-2 did not have an impact on our financial
position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159
allows entities the option to measure eligible financial instruments at
fair value as of specified dates.  Such election, which may be applied
on an instrument by instrument basis, is typically irrevocable once
elected.  SFAS 159 is effective for fiscal years beginning after
November 15, 2007.  The implementation of this guidance is not expected
to have any impact on Baynon's financial statements.

In June 2007, the Emerging Issues Task Force ("EITF") issued EITF 07-3,
"Accounting for Nonrefundable Advance Payments for Goods or Services to
Be Used in Future Research and Development Activities," which provides
guidance on the accounting for certain nonrefundable advance payments
for goods or services that will be used or rendered for future research
and development activities.  This issue is effective prospectively for
fiscal years beginning after December 15, 2007, or fiscal 2009 for
Baynon.  The implementation of this guidance is not expected to have
any impact on Baynon's consolidated financial statements.

In December 2007, the FASB issued FAS 141(R), "Business Combinations -
a replacement of FASB Statement No. 141", which significantly changes
the principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for
recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial
effects of the business combination.  This statement is effective
prospectively, except for certain retrospective adjustments to deferred
tax balances, for fiscal years beginning after December 15, 2008. This
statement will be effective for Baynon beginning in fiscal 2009. Baynon
is currently evaluating FAS 141(R), and has not yet determined the
impact if any, FAS 141(R) will have on Baynon's results of operations
or financial position.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No.
51.  This Statement amends ARB 51 to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as equity in the consolidated financial

<PAGE>8

statements.  In addition to the amendments to ARB 51, this Statement
amends FASB Statement No. 128, Earnings per Share; so that earnings-
per-share data will continue to be calculated the same way those data
were calculated before this Statement was issued.  This Statement is
effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  The implementation of
this guidance is not expected to have any impact on Baynon's
consolidated financial statements.


ITEM 7. FINANCIAL STATEMENTS

Baynon's financial statements and associated notes are set forth
beginning on page 18.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.


ITEM 8A. CONTROLS AND PROCEDURES

Changes in Internal Controls

During the year ended December 31, 2007, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2007.  Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of December 31, 2007 to
ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management of Baynon is responsible for establishing and maintaining
adequate internal control over financial reporting as derived in Rule
13a-15(f) under the Securities Exchange Act of 1934.  We have assessed
the effectiveness of those internal controls as of December 31, 2007,
using the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") Internal Control Intergrated Framework as a basis
for our assessment.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Projections of any
evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.  All internal control systems, no matter how well
designed, have inherent limitations.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.

<PAGE>9

A material weakness in internal controls is a deficiency in internal
control, or combination of control deficiencies, that adversely affects
Baynon's ability to initiate, authorize, record, process, or report
external financial data reliably in accordance with accounting
principles generally accepted in the United States of America such that
there is more than a remote likelihood that a material misstatement of
Baynon's annual or interim financial statements that is more than
inconsequential will not be prevented or detected.  In the course of
making our assessment of the effectiveness of internal controls over
financial reporting, we did not identify any material weakness in our
internal control over financial reporting.  Therefore, it is our
conclusion that Baynon's internal controls over financial reporting
were effective as of December 31, 2007.

This annual report does not include an attestation report of Baynon's
registered public accounting firm regarding internal control over
financial reporting.  Management's report was not subject to
attestation by the Corporation's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission
that permit Baynon's to provide only management's report in this annual
report.


ITEM 8B. Other Information

None.



<PAGE>10
PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS,
AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT

(a) Identity of Officers and Directors

During the fiscal year ended December 31, 2007, Baynon had three (3)
directors and two (2) officers as follows:

Name                 Age     Position and Offices Held   Director Since
----                 ---     -------------------------   --------------
Pasquale Catizone    67        President, Director          May 1988

Daniel Generelli     44        Secretary, Treasurer     October 1, 2001
                                    Director

Robert L. Miller     51        Director                  March 12, 2002

Set forth below are the names of the directors and officers of Baynon,
all positions and offices with Baynon held, the period during which he
has served as such, and his business experience during at least the
last five (5) years:

Pasquale Catizone. Mr. Catizone has been President and a Director of
Baynon since May 1998.  Mr. Catizone has been self-employed as a
financial consultant for more than five (5) years.

Daniel Generelli. Mr. Generelli has been Baynon's Secretary, Treasure,
Chief Financial Officer, and a director since October 1, 2001.  Since
February 1, 2002, Mr. Generelli has been employed as a data base
analyst in the Totowa, New Jersey office of IMS Health Inc., a New York
Stock Exchange listed firm engaged in data management and processing.
Simultaneously therewith and since 1995, Mr Generelli has been the
Secretary, Treasurer, and a director of Creative Beauty Supply, Inc., a
retail and wholesale beauty supply distributor in Totowa, New Jersey.
Prior thereto from December 1989 to July 1996, Mr. Generelli was
Secretary, Treasurer, and a director of J & E Beauty Supply, Inc., a
retail and wholesale beauty supply distributor. Prior thereto since
1984, Mr. Generelli was employed as a distribution supervisor by Tags
Beauty Supply, a retail and wholesale beauty supply distributor in
Fairfield, New Jersey. Mr. Generelli received a Bachelor of Science
degree in Business Administration from Ramapo College of New Jersey in
June 1984.

Robert L. Miller. Mr. Miller joined the Company's Board of Directors on
March 12, 2002. Since June 1995, he has been President of Trippoak
Advisors, Inc., and President of The Trippoak Group, Inc. (since May
2002), where he has worked as a consultant and private investor. Since
May 1999, he has also been Chairman of DM Management, LLC, where he has
worked as an investment advisor.

Other than Mr. Catizone and Mr. Generelli, Baynon did not have any
significant employees as of the date of this Report. There were no
family relationships between any of the officers or directors of the
Baynon.  During the fiscal year covered by this Report, there were no
changes to the procedures by which security holders could recommend
nominees to the Company's Board of Directors.

At this time, Baynon does not have an audit committee because Baynon
has not engaged in any business operations for at least the last five
years. Baynon's board of directors acts as Baynon's audit committee.
Similarly, Baynon's board of directors has determined that Baynon does
not have an audit committee financial expert as defined under
Securities and Exchange Commission rules.

Current Blank Check Companies

Daniel Generelli is currently an officer and director of Creative
Beauty Supply of New Jersey Corporation.  On November 30, 2007 Creative
NJ's board of directors approved a plan to dispose of its wholesale and



<PAGE>11

retail beauty supply business.  As of December 31, 2007, Creative NJ
disposed of all its inventory by way of sales, returns to suppliers and
sale to inventory liquidator and ceased its operations.

Other than as disclosed above, no directors or officers of Baynon are
presently officers, directors or shareholders in any blank check
companies except for Baynon.  However, one or both of the
officers/directors may, in the future, become involved with additional
blank check companies.

(b) Compliance with Section 16(a) of the Securities Exchange Act of
1934.

Section 16(a) of the Securities Exchange Act requires Baynon's officers
and directors, and persons who beneficially own more than ten (10%)
percent of a class of equity securities registered pursuant to Section
12 of the Exchange Act, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the principal
exchange upon which such securities are traded or quoted. Reporting
Persons are also required to furnish copies of such reports filed
pursuant to Section 16(a) of the Exchange Act with Baynon.

Based solely on review of the copies of such forms furnished to Baynon,
each of Baynon's three (3) directors filed reports late. All three
directors filed untimely Forms 5.

Code of Ethics.  Baynon has not yet adopted a code of ethics. The board
of directors anticipates that it will adopt a code of ethics upon
identifying and negotiating with a business target for the merger of
that entity with and into Baynon, although there is no guarantee that
Baynon will be able to enter into such a transaction.


ITEM 10. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

As of the date of this report, while seeking a business combination,
Baynon's management anticipates devoting up to five (5) hours per month
to the business of Baynon.  Baynon's current officers and directors do
not receive any compensation for their services rendered to Baynon,
have not received such compensation in the past, and are not accruing
any compensation pursuant to any agreement with Baynon.

The officers and directors of Baynon will not receive any finder's
fees, either directly or indirectly, as a result of their efforts to
implement Baynon's business plan outlined herein. However, the officers
and directors of Baynon anticipate receiving benefits as shareholders
of Baynon.

No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Baynon for the
benefit of its employees.

Baynon has not entered into any employment agreements with any of its
officers, directors, or other persons, and no such agreements are
anticipated in the immediate future.

Baynon has no other executive compensation elements which would require
the inclusion of tabular disclosure or narrative discussion.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15, 2008 certain
information regarding the ownership of the common stock by (i) each
person known by Baynon to be the beneficial owner of more than five
(5%) percent of Common Stock, (ii) each of Baynon's Directors and Named
Executive Officers, as such term is defined under Item 402(a)(3) of



<PAGE>12

Regulation S-K under the Securities Act, and (iii) all of Baynon's
Executive Officers and Directors as a group.  Beneficial ownership has
been determined in accordance with Rule 13d-3 under the Exchange Act.
Under Rule 13d-3 certain shares may be deemed to be beneficially owned
by more than one person (such as where persons share voting power or
investment power).  In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares
(for example, upon the exercise of an option) within sixty (60) days of
the date as of which the information is provided.  In computing the
ownership percentage of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as
shown in the following table does not necessarily reflect the person's
actual ownership or voting power at any particular date.

Name and Address                 Amount and Nature     Percentage of
of Beneficial Owner           of Beneficial Ownership     Class
-------------------           -----------------------  -------------
Pasquale Catizone (1)(3)           5,147,815              24.34%
266 Cedar Street
Cedar Grove, NY 07009

Carmine Catizone (2)(3)            4,000,000              18.91%
10 1/2 Walker Avenue
Morristown, NJ 07960

Robert L. Miller (4)               3,750,000              17.73%
94 Anderson Avenue
Demarest, NJ 07627

Shawshank Holdings, Limited (5)    3,750,000              17.73%
94 Anderson Avenue
Demarest, NJ 07627

Daniel Generelli                      50,000                   *
c/o Baynon International Corp.
266 Cedar Street
Cedar Grove, NY 07009

Robyn Conforth                     1,850,000                8.75%
266 Cedar Street
Cedar Grove, NJ 07009

All Executive Officers and         8,947,815               42.30%
Directors as a Group
 (Consisting of three persons)

* Less than 1%.

(1) Includes: (a) 1,000,000 shares (4.73% of the class) held of record
by Barbara Catizone, wife of Pasquale Catizone; and (b) an aggregate of
1,850,000 shares (8.75% of the class) held of record by Robyn Conforth,
Mr. Catizone's adult step daughter.  Mr. Catizone disclaims beneficial
ownership of the shares of Baynon owned by his adult daughters.

(2) Includes: (a)an aggregate of 500,000 shares held in a custodial
account for the benefit of Carrie Catizone, Mr. Carmine Catizone's
adult daughter who does not reside with him; and (b) 500,000 shares
held in a custodial account for the benefit of Sherri Catizone, Mr.
Carmine Catizone's adult daughter who does not reside with him. Mr.
Carmine Catizone served as an executive officer and director of Baynon
from May 1998 through October 1, 2001.

(3) Pasquale and Carmine Catizone are brothers.

(4) Robert L. Miller was named to Baynon's board of directors on March
12, 2002. He is the president of Shawshank Holdings, Limited, a New
York corporation.

(5) A New York corporation controlled by or under common control of
Robert L. Miller, a director of Baynon.

<PAGE>13

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Certain Relationships and Related Transactions

None.

Director Independence

There has been no trading market for Baynon's Common Stock for at least
the last three years.  As such, there are no applicable standards to
determine whether Baynon's directors are independent.  Nevertheless,
Baynon has one director who Baynon believes is independent under the
NASDAQ Marketplace Rules and those standards applicable to companies
trading on NASDAQ.

Specifically, Mr. Miller has not:

   - been at any time during the past three years, employed by Baynon
or by any parent or subsidiary of Baynon;
- accepted or had a family member who accepted any compensation from
Baynon in excess of $60,000 during any period of twelve consecutive
months within the three years preceding the determination of
independence;
  - been a family member of an individual who is, or at any time during
the past three years was, employed by Baynon as an executive officer;
  - been, or had a Family Member who is, a partner in, or a controlling
shareholder or an executive officer of, any organization to which
Baynon made, or from which the company received, payments for property
or services in the current or any of the past three fiscal years that
exceed 5% of the recipient's consolidated gross revenues for that year,
or $200,000, whichever is more;
  - been, or had a family member who is, employed as an executive
officer of another entity where at any time during the past three years
any of the executive officers of Baynon serve on the compensation
committee of such other entity; or
  - been, or had a family member who is, a current partner of Baynon 's
outside auditor, or was a partner or employee of Baynon 's outside
auditor who worked on Baynon 's audit at any time during any of the
past three years.


ITEM 13. EXHIBITS

(a) Exhibits

Exhibit No.       Description of Exhibit
-----------       ----------------------
  3.1             Certificate of Incorporation of Baynon, as
                  amended (filed with Baynon's Form 10-SB on
                  July 8, 1999, File No. 000-26653, and incorporated
                  herein by reference).
  3.2             Bylaws of Baynon, as amended (filed with the
                  Baynon's Form 10-SB on July 8, 1999, File No.
                  000-26653, and incorporated herein by reference).
  31              302 Certifications
  32              906 Certifications.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed and estimated to be billed for the fiscal
years ended December 31, 2007 and 2006, for professional services
rendered by Rotenberg, Meril, Solomon, Bertiger & Gutilla, P.C.
("RMSB&G"), for the audit of Baynon's annual financial statements and
review of the financial statements included in Baynon's Form 10-QSB or
services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for the fiscal
years were $10,000 and $8,950, respectively.



<PAGE>14

(2) AUDIT-RELATED FEES

The aggregate fees billed for the fiscal years ended December 31, 2007
and 2006 for assurance and related services by RMSB&G that are
reasonably related to the performance of the audit or review of
Baynon's financial statements for that fiscal year were $0 and $0,
respectively.

(3) TAX FEES

The aggregate fees billed for the fiscal years ended December 31, 2007
and 2006 for professional services rendered by RMSB&G for tax
compliance, tax advice, and tax planning for that fiscal year were $0
and $0, respectively.

(4) ALL OTHER FEES

The aggregate fees billed in each of the fiscal years ended December
31, 2007 and 2006, for products and services provided by RMSB&G other
than those services reported above, for that fiscal year were $0 and
$0, respectively.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

Not applicable.

(6) If greater than 50 percent, disclose the percentage of hours
expended on the principal accountant's engagement to audit Baynon's
financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal
accountant's full-time, permanent employees.
Not applicable.


SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, Baynon has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

BAYNON INTERNATIONAL CORP.

By: /s/ PASQUALE CATIZONE
    -------------------------------
    Pasquale Catizone, President
    (Principal Executive Officer)
    Dated: March 31, 2008

In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of Baynon and in
the capacities and on the dates indicated.

By: /s/ PASQUALE CATIZONE
    -------------------------------
    Pasquale Catizone,
    President
    (Principal Executive Officer)
    Dated: March 31, 2008

By: /s/ DANIEL GENERELLI
    -------------------------------
    Daniel Generelli
    Secretary, Treasurer
    (Principal Financial Officer, Principal Accounting Officer)
    Dated: March 31, 2008

By: /s/ ROBERT L. MILLER
    -------------------------------
    Robert L. Miller
    Director
    Dated: March 31, 2008



<PAGE>15
BAYNON INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS

                                                                   Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             16

FINANCIAL STATEMENTS:

   Balance Sheets as of December 31, 2007 and 2006                  17
   Statements of Operations for the years ended
     December 31, 2007 and 2006                                     18
   Statements of Changes in Stockholders' Equity
    (Deficiency) for the years ended December 31, 2007 and 2006     19
   Statements of Cash Flows for the years ended December
    31, 2007 and 2006                                               20
   Notes to Financial Statements                                    21



<PAGE>16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Baynon International
Corporation:

We have audited the accompanying balance sheets of Baynon International
Corporation (formerly Technology Associates Corporation) (the
"Company") as of December 31, 2007 and 2006, and the related statements
of operations, changes in stockholders' equity (deficiency) and cash
flows for the years then ended.  The 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 the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.  An audit
also 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 the Company
as of December 31, 2007 and 2006 and the results of its operations and
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 the
Company will continue as a going concern.  As discussed in Note 2 to
the financial statements, the Company's recurring losses from
operations, stockholders deficiency and working capital deficiency, and
lack of revenue generating operations, raise substantial doubt about
the Company's ability to continue as a going concern.  Management's
plans concerning these matters are also described in Note 2. The
accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/Rotenberg Meril Solomon Bertiger & Guttilla, P.C.
ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.

Saddle Brook, New Jersey
March 26, 2008





<PAGE>17

                           BAYNON INTERNATIONAL CORP.
                                 BALANCES SHEETS
                           DECEMBER 31, 2007 AND 2006

                                                  2007           2006
                                             ------------   -----------
                                     ASSETS

Current Assets:
  Cash and cash equivalents                    $  14,513     $  12,940
                                               ---------     ---------

              Total Current Assets                14,513        12,940
                                               ---------     ---------

Total Assets                                   $  14,513     $  12,940
                                               =========     =========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
     Accounts payable and accrued expenses     $  19,470     $  14,745
     Convertible note payable - stockholder       20,000        20,000
     Accrued interest - stockholder                   62            62
                                               ---------     ---------

              Total Current Liabilities           39,532        34,807
                                               ---------     ---------

Total Liabilities                                 39,532        34,807
                                               ---------     ---------

Stockholders' Equity (Deficiency):
  Common stock, $.001 par value, 50,000,000
  shares authorized, 21,152,692 shares issued
  and outstanding at December 31, 2007 and
  19,032,692 shares issued and outstanding at
  December 31, 2006                               21,153        19,033
  Additional paid-in capital                     136,580       117,500
  Accumulated deficit                           (182,752)     (158,400)
                                               ---------     ---------

Total Stockholders' Deficiency                   (25,019)      (21,867)
                                               ---------      ---------

Total Liabilities and Stockholders'
  Deficiency                                    $  14,513     $  12,940
                                                =========     =========

The accompanying notes are an integral part
of these financial statements



<PAGE>18
BAYNON INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

                                              2007           2006
                                           ----------    -----------
Revenues                                  $        --    $        --
                                          -----------    -----------

Cost of Revenue                                    --             --
                                          -----------    -----------

Gross Profit                                       --             --
                                          -----------    -----------

Other Costs:
    General and administrative expenses        23,409         25,476
                                          -----------    -----------

              Total Other Costs                 23,409         25,476
                                          -----------    -----------

Operating loss                                (23,409)       (25,476)
                                          -----------    -----------
Other Income (Expense):
    Interest income                               257            247
    Interest expense - stockholder             (1,200)           (62)
                                          -----------    -----------
              Total Other Income (Expense)       (943)           185
                                          -----------    -----------

Net loss                                  $   (24,352)   $   (25,291)
                                          ===========    ===========

Earnings (Loss) Per Share:
    Basic and diluted earnings (loss) per
        common share                      $         -    $         -
                                          ===========    ===========

    Basic and diluted common shares
        outstanding                        21,152,692     19,032,692
                                          ===========    ===========

The accompanying notes are an integral part
of these financial statements



<PAGE>19
BAYNON INTERNATIONAL CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                         Common Stock
                                       $ .001 Par Value
                                  ---------------------------
                                              Common       Additional
                               Number         Stock          Paid-in      Accumulated
                              of Shares       Amount         Capital        Deficit       Total
                            ------------   ------------   ------------   ------------   ----------

                              <c>            <c>           <c>             <c>          <c>
Balance - January 1, 2006     19,032,692    $   19,033      $  117,500    $ (133,109)  $   3,424

Net loss for the year ended
   December 31, 2006                                                         (25,291)    (25,291)
                              ----------    ----------      ----------    ----------   ---------

Balance - December 31, 2006   19,032,692   $   19,033       $  117,500    $ (158,400)   $(21,867)
                              ==========   ==========       ==========    ==========    ========

Issuance of common stock       2,120,000        2,120           19,080             -      21,200

Net loss for the year ended
  December 31, 2007                    -            -                -       (24,352)    (24,352)
                              ----------   ----------       ----------    ----------    --------
Balance - December 31, 2007   21,152,692   $   21,153       $  136,580    $ (182,752)   $(25,019)
                              ==========   ==========       ==========    ==========    ========
</TABLE>

The accompanying notes are an integral part
of these financial statements



<PAGE>20

BAYNON INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

                                                2007           2006
                                           ------------   ------------
Cash Flows from Operating Activities:
  Net loss                                  $  (24,352)    $  (25,291)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
  Increase paid with common stock                1,200              -
  Increase in accounts payable
    and accrued expenses                         4,725          1,364
  Increase in accrued interest - stockholder         -             62
                                            ----------     ----------

Net cash used in operating activities          (18,427)       (23,865)
                                            ----------     ----------

Cash Flows from Financing Activities:
  Proceeds from note payable, stockholder        20,000        20,000
                                            -----------    ----------

Increase (Decrease) in Cash and Cash
  Equivalents                                     1,573        (3,865)

Cash and Cash Equivalents, beginning of year     12,940        16,805
                                             ----------    ----------

Cash and Cash Equivalents, end of year       $   14,513    $   12,940
                                             ==========    ==========

Schedule of Non-cash Activities:

Common stock issued for note payable
  - stockholder                              $   20,000    $        -
                                             ==========    ==========

Common stock issued for accrued interest
  - stockholder                              $    1,200    $        -
                                             ==========    ==========

Supplemental Disclosures of Cash Flow Information:
Cash paid during year for:
  Interest                                   $        -    $        -
                                             ==========    ==========
  Income Taxes                               $        -    $        -
                                             ==========    ==========

The accompanying notes are an integral part
of these financial statements.



<PAGE>21
BAYNON INTERNATIONAL CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007

1.  THE COMPANY

Baynon International Corporation, formerly known as Technology
Associates Corporation (the "Company"), was originally incorporated on
February 29, 1968 under the laws of the Commonwealth of Massachusetts
to engage in any lawful corporate undertaking.  On December 28, 1989,
the Company reincorporated under the laws of the State of Nevada.  The
Company was formerly engaged in the technology marketing business and
its securities traded on the National Association of Securities Dealers
OTC Bulletin Board.  The Company has not engaged in any business
operations for at least the last six fiscal years and has no operations
to date.

The Company will attempt to identify and negotiate with a business
target for the merger of that entity with and into the Company.  In
certain instances, a target company may wish to become a subsidiary of
the Company or wish to contribute assets to the Company rather than
merge.

No assurance can be given that the Company will be successful in
identifying or negotiating with any target company.  The Company
provides a means for a foreign or domestic private company to become a
reporting (public) company whose securities would be qualified for
trading in the United States secondary market.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company's consolidated financial statements are prepared in
conformity with US generally accepted accounting principles ("GAAP").

Use of Estimates

These consolidated financial statements and accompanying notes have
been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these
consolidated financial statements requires management to make
estimates, judgments and assumptions that affect the reported amounts
of assets, liabilities, revenues and expenses. The Company continually
evaluates the accounting policies and estimates used to prepare the
consolidated financial statements. The Company bases its estimates on
historical experiences and assumptions believed to be reasonable under
current facts and circumstances. Actual amounts and results could
differ from these estimates made by management.

Cash and Cash Equivalents

For financial statement purposes, short-term investments with an
original maturity of ninety days or less and highly liquid investments
are considered cash and cash equivalents.  Cash and cash equivalents
consist of a money market account.

Income Taxes

The Company utilizes Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the
recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the
financial statements or tax returns.  Under this method, deferred tax
assets and liabilities are determined based on the differences between
the financial statement carrying amounts and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized.



<PAGE>22

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earning (Loss) Per Share

The Company computes earnings or loss per share in accordance with
Statement of Financial Accounting Standards No. 128 (SFAS 128),
"Earning Per Share".  Basic earnings per share is computed by diving
income available to common stockholders by the weighted average number
of common shares outstanding.  Diluted earnings per share reflects the
potential dilution that could occur if securities or other agreements
to issue common stock were exercised or converted into common stock.
Diluted earnings per share is computed based upon the weighted average
number of common shares and dilutive common equivalent shares
outstanding, which includes convertible debentures, stock options and
warrants.  The following securities have been excluded from the
calculation of net income per share, as their effect would be anti-
dilutive:

                                                  2007          2006
                                                 ------        ------
Convertible note payable and
  accrued interest - stockholder
  (weighted average)                             98,936        98,936

Going Concern

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As shown in the accompanying
financial statements, the Company has incurred losses of $24,352 and
$25,291 for the years ended December 31, 2007 and 2006, respectively,
and a working capital deficiency which raises substantial doubt about
the Company's ability to continue as a going concern.

Management believes the Company will continue to incur losses and
negative cash flows from operating activities for the foreseeable
future and will need additional equity or debt financing to sustain its
operations until it can achieve profitability and positive cash flows,
if ever. Management plans to seek additional debt and/or equity
financing for the Company, but cannot assure that such financing will
be available on acceptable terms.  The Company's continuation as a
going concern is dependent upon its ability to ultimately attain
profitable operations, generate sufficient cash flow to meet its
obligations, and obtain additional financing as may be required. The
outcome of this uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty. There can be no
assurance that management will be successful in implementing its
business plan or that the successful implementation of such business
plan will actually improve the Company's operating results.

Recently Issued Accounting Standards

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments" ("SFAS No. 155"). SFAS No. 155 amends
SFAS No 133, "Accounting for Derivative Instruments and Hedging
Activities", and SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities". SFAS No. 155,
permits fair value remeasurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes
a requirement to evaluate interest in securitized financial assets to
identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring
bifurcation, clarifies that concentrations of credit risk in the form
of subordination are not embedded derivatives, and amends SFAS No. 140
to eliminate the prohibition on the qualifying special-purpose entity
from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
This statement is effective for all financial instruments acquired or
issued after the beginning of the Company's first fiscal year that



<PAGE>22

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Standards (Continued)

begins after September 15, 2006. SFAS No. 155 did not have a material
effect on the financial position or results of operations of the
Company.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No.
109" ("FIN 48"), which clarifies the accounting for uncertainty in
income taxes recognized in financial statements in accordance with FASB
No. 109,"Accounting for Income Taxes". FIN 48 prescribes a recognition
threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be
taken in a tax return.  The provisions of FIN 48 are effective for
fiscal years beginning after December 15, 2006, with the cumulative
effect of the change in accounting principle recorded as an adjustment
to opening retained earnings. FIN 48 did not have a material effect on
the financial position or results of operations of the Company.

In September 2006, FASB issued SFAS 158 'Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans--an amendment of
FASB Statements No. 87, 88, 106, and 132(R)' This Statement improves
financial reporting by requiring an employer to recognize the over
funded or under funded status of a defined benefit postretirement plan
(other than a multiemployer plan) as an asset or liability in its
statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not-for-profit organization.  This Statement also improves financial
reporting by requiring an employer to measure the funded status of a
plan as of the date of its year-end statement of financial position,
with limited exceptions.  An employer with publicly traded equity
securities is required to initially recognize the funded status of a
defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after December 15,
2006.  An employer without publicly traded equity securities is
required to recognize the funded status of a defined benefit
postretirement plan and to provide the required disclosures as of the
end of the fiscal year ending after June 15, 2007.  However, an
employer without publicly traded equity securities is required to
disclose the following information in the notes to financial statements
for a fiscal year ending after December 15, 2006, but before June 16,
2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements: (1) a brief
description of the provisions of this Statement; (2) the date that
adoption is required and (3) the date the employer plans to adopt the
recognition provisions of this Statement, if earlier.  The Company does
not have a defined benefit plan and this pronouncement had no impact on
the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements."  This statement defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair
value measurements.  SFAS No. 157 will be effective for the Company
beginning January 1, 2008.  The adoption of SFAS No. 157 is not
expected to have a material effect on the Company's financial condition
or results of operations.

FASB Staff Position (FSP) No. 00-19-2, Accounting for Registration
Payment Arrangements, was issued in December 2006 to address an
issuer's accounting for registration payment arrangement. The FSP
specifies that the contingent obligation to make future payments or
otherwise transfer consideration under a registration payment
arrangement should be separately recognized and measured in accordance
with SFAS No. 5, Accounting for Contingencies.  For registration
payment arrangements and financial instruments subject to those
arrangements that were entered into prior to the issuance of this FSP
and that continues to be outstanding at the adoption date, this
guidance is effective for fiscal years beginning after December 15,



<PAGE>24

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Standards (Continued)

2006 and interim periods within those fiscal years. Retrospective
application of the guidance in this FSP to financial statements for
earlier interim or annual periods presented is not permitted.  The
adoption of FSP 00-19-2 did not have an impact on our financial
position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159
allows entities the option to measure eligible financial instruments at
fair value as of specified dates.  Such election, which may be applied
on an instrument by instrument basis, is typically irrevocable once
elected.  SFAS 159 is effective for fiscal years beginning after
November 15, 2007.  The implementation of this guidance is not expected
to have any impact on the Company's financial statements.

In June 2007, the Emerging Issues Task Force ("EITF") issued EITF 07-3,
"Accounting for Nonrefundable Advance Payments for Goods or Services to
Be Used in Future Research and Development Activities," which provides
guidance on the accounting for certain nonrefundable advance payments
for goods or services that will be used or rendered for future research
and development activities. This issue is effective prospectively for
fiscal years beginning after December 15, 2007, or fiscal 2009 for the
Company. The implementation of this guidance is not expected to have
any impact on the Company's financial statements.

In December 2007, the FASB issued FAS 141(R), "Business Combinations -
a replacement of FASB Statement No. 141", which significantly changes
the principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for
recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial
effects of the business combination. This statement is effective
prospectively, except for certain retrospective adjustments to deferred
tax balances, for fiscal years beginning after December 15, 2008. This
statement will be effective for the Company beginning in fiscal 2009.
The Company is currently evaluating FAS 141(R), and has not yet
determined the impact if any, FAS 141(R) will have on the Company's
results of operations or financial position.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No.
51. This Statement amends ARB 51 to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as equity in the consolidated financial
statements. In addition to the amendments to ARB 51, this Statement
amends FASB Statement No. 128, Earnings per Share; so that earnings-
per-share data will continue to be calculated the same way those data
were calculated before this Statement was issued. This Statement is
effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. The implementation of
this guidance is not expected to have any impact on the Company's
financial statements.


3. CONVERTIBLE NOTE PAYABLE - STOCKHOLDER

On December 13, 2006, the Company issued an unsecured note payable to a
stockholder in exchange for $20,000 in cash, in order for the Company
to pay current invoices. The note bore interest at 6% per annum and
matured on December 13, 2007. The stockholder had the option to convert
the note and accrued interest into the Company's common stock at $.01



<PAGE>25

3. CONVERTIBLE NOTE PAYABLE - STOCKHOLDER (Continued)

per share. The option was exercised on December 12, 2007 and 2,120,000
shares of common stock were issued in satisfaction for the note and
accrued interest.

On December 13, 2007, the Company issued an unsecured note payable to a
stockholder in exchange for $20,000 in cash, in order for the Company
to pay current invoices. The note bears interest at 6% per annum and
matures on December 13, 2008. The stockholder has the option to convert
the note and accrued interest into the Company's common stock at $.01
per share. The option expires on December 13, 2008.

At December 31, 2007, accrued interest on the note was $62. Interest
expense amounted to $1,200 and $62 for the years ended December 31,
2007 and 2006, respectively.

4. COMMON STOCK

On December 12, 2007, the Board of Directors authorized the issuance of
2,120,000 shares of common stock in satisfaction of a note payable to a
stockholder of $20,000 plus accrued interest of $1,200.  See Note 3.

Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights.  Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefore.  In the event of liquidation,
dissolution or winding up of the Company, the holders of common stock
are entitled to share pro rata in all assets remaining after payment in
full of all liabilities. All of the outstanding shares of common stock
are fully paid and non-assessable.  Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversions or redemption rights or sinking fund provisions with
respect to the common stock.

5. INCOME TAXES

The component of deferred tax assets at December 31, 2007 and 2006 is
as follows:

                                                    2007        2006
                                                   ------      ------
Net operating loss carry forwards               $  57,700    $  50,800

  Less: Valuation allowance                       (57,700)     (50,800)
                                                ---------    ---------
                                                $       -    $       -
                                                =========    =========

A 100% valuation allowance was provided at December 31, 2007 and 2006
as it is uncertain if the deferred tax assets would be utilized.  The
increase in the valuation allowance was as a result of the increase in
the Company's net operating loss.

At December 31, 2007, the Company has unused federal net operating loss
carry forwards of approximately $170,000 expiring between 2018 and 2027
and unused New Jersey net operating loss carry forwards of
approximately $135,000 expiring between 2007 and 2014.