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, 2006

                                       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)


       Registrant'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 the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
 Yes [X] No [ ]

         Indicate by check mark whether the Registrant 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 registrant'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 the Registrant's revenues for its most recent fiscal year: $ 0

         The aggregate market value of the voting and non-voting common equity
of the Registrant held by non-affiliates of the Registrant as of March 6, 2007,
was approximately $100,850. (1)

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

As of March 6, 2007, the Registrant had 19,032,692 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

<PAGE>
                                TABLE OF CONTENTS
                                     PART I

                                                                            Page
                                                                            ----

Item 1.  Description of Business                                              3

Item 2.  Description of Property                                              6

Item 3.  Legal Proceedings                                                    6

Item 4.  Submission of Matters to a Vote of Security Holders                  6

                                     PART II

Item 5.  Market for Common Equity, Related Stockholder Matters, and
         Small Business Issuer Purchases of Equity Securities                 6

Item 6.  Management's Discussion and Analysis or Plan of Operation            7

Item 7.  Financial Statements                                                 8

Item 8.  Changes and Disagreements with Accountants on Accounting and
         Financial Disclosures                                                8

Item 8A. Controls and Procedures                                              8

Item 8B. Other Information                                                    9

                                    PART III

Item 9.  Directors and Executive Officers, Promoters, Control Persons
         and Corporate Governance; Compliance with Section 16(a) of the
         Exchange Act                                                         9

Item 10. Executive Compensation                                              10

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     11

Item 12. Certain Relationships and Related Transactions, and Director
         Independence                                                        12

Item 13. Exhibits                                                            14

Item 14. Principal Accountant Fees and Services                              15

Index to Financial Statements and Notes                                     F-1

                                       2
<PAGE>
                                     PART I

         ITEM 1.  DESCRIPTION OF BUSINESS

         Baynon International Corp. (formerly known as "Technology Associates
Corporation" and hereinafter referred to as the "Registrant"), was originally
incorporated on February 29, 1968, under the laws of the Commonwealth of
Massachusetts. On December 28, 1989, the Registrant reincorporated under the
laws of the State of Nevada. The Registrant was formerly engaged in the
technology marketing business. The Registrant has not engaged in any business
operations for at least the last five years. The Registrant 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 (the "Securities Act"), 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 (the "Exchange Act").

         The Registrant's current business plan is to attempt to identify and
negotiate with a business target for the merger of that entity with and into the
Registrant. In certain instances, a target company may wish to become a
subsidiary of the Registrant or may wish to contribute or sell assets to the
Registrant rather than to merge. No assurances can be given that the Registrant
will be successful in identifying or negotiating with any target company. The
Registrant 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 the Registrant, and the substitution by the target company of
its own management and board of directors. No assurances can be given that the
Registrant will be able to enter into a business combination, or, if the
Registrant 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.

         The Registrant has not engaged in any business operations for at least
the last five years. The current and proposed business activities described
herein classify the Registrant 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 the Registrant's
securities until such time as the Registrant has successfully implemented its
business plan described herein.

Risk Factors

         The Registrant's business is subject to numerous risk factors,
including the following:

         The Registrant has no operating history, revenue and only minimal
assets.

         The Registrant has had no operating history nor any revenues or
earnings from operations for at least the last five years. The Registrant has no
significant assets or financial resources. The Registrant will, in all
likelihood, incur operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the
Registrant incurring a net operating loss which will increase continuously until
the Registrant can consummate a business combination with a target company.
There can be no assurance that the Registrant will be able to identify such a
target company and consummate such a business combination on acceptable terms or
that it will derive any benefit from the net operating loss.

         The nature of the registrant's proposed operations are speculative in
nature.

         The success of the Registrant's proposed plan of operation will depend
to a great extent on the operations, financial condition, and management of any
identified target company. While management intends to seek business
combinations with entities having established operating histories, there can be
no assurance that the Registrant will be able to identify a candidate satisfying
such criteria. In the event the Registrant completes a business combination, of
which there can be no assurance, the success of the Registrant's operations will
be dependent upon management of the target company and numerous other factors
beyond the Registrant's control.

                                       3
<PAGE>
         Possibilities for business opportunities and combinations are scarce,
and the Registrant faces competition from other entities.

         The Registrant is and will continue to be an insignificant participant
in the business of seeking mergers with and acquisitions of business entities. A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may be
merger or acquisition target candidates for the Registrant. Nearly all such
entities have significantly greater financial resources, technical expertise,
and managerial capabilities than the Registrant and, consequently, the
Registrant will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
Moreover, the Registrant will also compete with numerous other small public
companies in seeking merger or acquisition candidates.

         The Registrant has no agreement for a business combination or other
transaction and the Registrant has not set any objective standards for a
business combination.

         The Registrant has no current arrangement, agreement, or understanding
with respect to engaging in a merger with or acquisition of a specific business
entity. There can be no assurance that the Registrant will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Registrant. There can
be no assurance that the Registrant will be able to negotiate a business
combination on terms favorable to the Registrant. The Registrant has not
established a specific length of operating history or a specified level of
earnings, assets, net worth, or other criteria which it will require a target
company opportunity to have achieved, or without which the Registrant would not
consider a business combination with such business entity. Accordingly, the
Registrant may enter into a business combination with a business entity having
losses, limited or no potential for earnings, limited assets, no significant
operating history, negative net worth, or other negative characteristics.

         Current management devotes limited time to the Registrant.

         While seeking a business combination, management anticipates devoting
up to five (5) hours per month to the business of the Registrant. The
Registrant's only officers are Mr. Pasquale Catizone, President, and Mr. Daniel
Generelli, Secretary and Treasurer, neither of whom have entered into written
employment agreements with the Registrant or are expected to do so in the
foreseeable future. The Registrant has not obtained key man life insurance on
its officers and directors. Notwithstanding the combined limited experience and
time commitment of management, loss of the services of Mr. Catizone would
adversely affect development of the Registrant's business and its likelihood of
consummating a business combination.

         Current management have interests in businesses that may compete with
the Registrant.

         The Registrant's two officers and directors participate in other
business ventures which may compete directly with the Registrant. Although none
are anticipated, conflicts of interest and non-arms length transactions may also
arise in the future. Management does not anticipate that the Registrant will
seek a merger with, or acquisition of, any entity in which any member of
management serves as an officer, director or partner, or in which they or their
family members own or hold any ownership interest. See "ITEM 9. Directors and
Executive Officers, Promoters, Control Persons, and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act.

         Reporting requirements may delay or preclude acquisition.

         Section 13 of the Exchange Act requires public companies to provide
certain information about significant acquisitions, including certified
financial statements for the company acquired covering one or two years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target companies to prepare such financial
statements may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Registrant. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

                                       4
<PAGE>
         The Registrant has no market research or marketing information
regarding the availability of merger candidates.

         The Registrant has not conducted, nor have others made available to it,
market research indicating demand exists for the transactions contemplated by
the Registrant. Even in the event demand exists for a merger or acquisition of
the type contemplated by the Registrant, there can be no assurance the
Registrant will be successful in completing any such business combination.

         The Registrant could suffer from a lack of diversification in its
business activities.

         The Registrant's proposed operations, even if successful, will, at
least in the short term and in all likelihood in the long term, result in the
Registrant engaging in a business combination with only one business
opportunity. Consequently, the Registrant's activities will be limited to those
engaged in by the business opportunity which the Registrant merges with or
acquires. The Registrant's inability to diversify its activities into a number
of areas may subject the Registrant to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Registrant's operations.

         A business combination likely will result in a change in control and
management.

         A business combination involving the issuance of the Registrant's
common stock will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Registrant. Any such business
combination may require shareholders of the Registrant to sell or transfer all
or a portion of the Registrant's common stock held by them. The resulting change
in control of the Registrant likely will result in removal of the present
officers and directors of the Registrant and a corresponding reduction in or
elimination of their participation in the future affairs of the Registrant.

         A business combination likely will result in a reduction of percentage
share ownership.

         The Registrant's primary plan of operation is based upon the
consummation of a business combination with a business entity which, in all
likelihood, will result in the Registrant's issuing securities to shareholders
of such business entity. The issuance of previously authorized and unissued
common stock of the Registrant would result in reduction in percentage of shares
owned by the present shareholders of the Registrant and most likely would result
in a change in control or management of the Registrant.

         A business combination could result in tax consequences for the
Registrant's shareholders.

         Federal and state tax consequences, in all likelihood, will be major
considerations in any business combination the Registrant may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Registrant intends to structure any business combination so as
to minimize the federal and state tax consequences to both the Registrant and
the target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction or their respective shareholders.

         The SEC's requirement of audited financial statements may disqualify
business opportunities.

         Management of the Registrant will request that any potential business
opportunity provide audited financial statements. One or more potential
combination candidates may opt to forego pursuing a business combination with
the Registrant rather than incur the burdens associated with preparing audited
financial statements. In such case, the Registrant may choose to obtain certain
assurances as to the target company's assets, liabilities, revenues and expenses
prior to consummating a business combination, with further assurances that an
audited financial statement would be provided after closing of such a
transaction. Closing documents for such a transaction may include
representations that the audited financial statements will not materially differ
from the representations included in such closing documents.

ITEM 2.  DESCRIPTION OF PROPERTY

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

                                       5
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

         There is no litigation pending or threatened by or against the
Registrant.

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.


                                     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 the
Registrant'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, the Registrant does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Registrant'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. The Registrant 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 the Registrant 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, the Registrant's
securities.

         (b)      Holders. There were approximately 540 record holders of the
Registrant's Common Stock as of February 23, 2006. The issued and outstanding
shares of the Registrant'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. The Registrant has not paid any dividends in the
past two years, and has no plans to do so for the foreseeable future.

                                       6
<PAGE>
         Recent Sales of Unregistered Securities.

         In November 2005, the Company issued 750,000 shares to each of Robert
Miller and Pasquale Catizone, in exchange for total proceeds of $15,000. The
shares of common stock were issued without registration under the 1933 Act in
reliance on Section 4(2) of the 1933 Act and the rules and regulations
promulgated thereunder.

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

         There were no purchases of equity securities by the Company or
affiliated purchasers during the fourth quarter of 2006.

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

Critical Accounting Policies and Estimates

         The following "Management's Discussion and Analysis of Financial
Condition and Results of Operations," 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. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingencies. On an on-going
basis, we evaluate the estimates used, including those related to impairments of
tangible and intangible assets, income taxes, accruals, and contingencies. We
base our estimates on historical experience, current conditions and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources as well as identifying and assessing our accounting treatment with
respect to commitments and contingencies. Actual results may differ from these
estimates under different assumptions or conditions.

         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 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.

         (a)      Liquidity and Capital Resources

         At December 31, 2006, the Registrant had a cash balance of $12,940,
which represents a $3,865 decrease from the $16,805 balance at December 31,
2005. This decrease was primarily the result of cash used in operating
activities which were expenses incurred primarily to enable the Registrant to
satisfy the requirements of a reporting company net of the proceeds from the
issuance of a note payable to a stockholder of the Company. The Registrant's
working capital position at December 31, 2006 was ($21,867) as compared to a
December 31, 2005 balance of $3,424.

         The focus of the Registrant'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 the
Registrant. The Registrant has considered various business alternatives
including the possible acquisition of an existing business, but to date has
found possible opportunities unsuitable or excessively priced. The Registrant
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. The Registrant presently owns no real property and
at this time has no intention of acquiring any such property. The Registrant's
sole expected expenses are comprised of professional fees primarily incident to
its reporting requirements.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred operating
losses in 2006 and 2005. At December 31, 2006, the Company had an accumulated
deficit of $21,867. Net cash used in operating activities was $23,865 in 2006
and $14,559 in 2005. At December 31, 2006, the Company had cash and cash

                                       7
<PAGE>
equivalents of $12,940. The Company has no revenue generating operations and has
limited cash resources available. Additionally the Company has a working capital
deficiency of $21,867 at December 31, 2006. These factors raise substantial
doubt about the ability of the Company to continue as a going concern. Our
auditors have included a "going concern" qualification in their auditors' report
for the year ended December 31, 2006. Management believes that it will be able
to achieve a satisfactory level of liquidity to meet the Company's obligations
through December 31, 2007 by obtaining additional financing from key officers,
directors and certain investors. However, there can be no assurance that the
Company will be able to generate sufficient liquidity to maintain its
operations. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

         (b)      Results of Operations for the Year Ended December 31, 2006,
                  Compared to the Year Ended December 31, 2005.

         The Registrant incurred a net loss of $25,291 in the current year
versus a net loss of $23,340 in the prior year. Interest income increased $65 to
$247 primarily due to higher average cash balances. General and administrative
expenses were $25,538 compared to $23,522 in the prior year, an increase of
$2,016. General and administrative expenses were incurred primarily to enable
the Registrant to satisfy the requirements of a reporting company.

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

ITEM 7.  FINANCIAL STATEMENTS

         The Company's financial statements and associated notes are set forth
on pages F-1 through F-10.

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

         None.

ITEM 8A. CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures. In connection with
the preparation of this report for the year ended December 31, 2006, our chief
executive officer and chief financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or
15d-15(e)) as of the end of the period covered by this annual report, have
concluded that our disclosure controls and procedures were effective based on
their evaluation of these controls and procedures required by paragraph (b) of
Exchange Act Rules 13a-15 or 15d-15.

         However, as a company with limited capital and human resources, our
management has identified that there is a lack of segregation of duties due to
the limited number of Company employees engaged in the authorization, recording,
processing and reporting of transactions. Management believes that due to the
minimal level of operations of the Company, the risks associated with such lack
of segregation of duties are not significant, and that to segregate duties more
clearly do not justify the associated added expense. Management will continue to
periodically assess the cost versus benefit of adding the resources that would
remedy or mitigate this situation.

         Changes in Internal Control Over Financial Reporting. There were no
changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Exchange Act Rules
13a-15 or 15d-15 that occurred during our last fiscal quarter of the year ended
December 31, 2006, that materially affected, or were reasonably likely to
materially affect, our internal control over financial reporting.

         Section 404 Assessment. Section 404 of the Sarbanes-Oxley Act of 2002
requires management's annual review and evaluation of our internal controls
beginning with our Form 10-KSB for the fiscal year ending on December 31, 2007,
and an attestation of the effectiveness of these controls by our independent
registered public accountants beginning with our Form 10-KSB for the fiscal year
ending on December 31, 2008. We plan to dedicate significant resources,
including management time and effort, and to incur substantial costs in
connection with our Section 404 assessment. The evaluation of our internal
controls will be conducted under the direction of our senior management. We will
continue to work to improve our controls and procedures, and to educate and

                                       8
<PAGE>
train our employees on our existing controls and procedures in connection with
our efforts to maintain an effective controls infrastructure at our Company.

         Limitations on Effectiveness of Controls. A system of controls, however
well designed and operated, can provide only reasonable, and not absolute,
assurance that the system will meet its objectives. The design of a control
system is based, in part, upon the benefits of the control system relative to
its costs. Control systems can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. In addition, over time, controls may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. In addition, the design of any control system is
based in part upon assumptions about the likelihood of future events.

ITEM 8B. Other Information

         None.

                                    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, 2006, the Registrant had
three (3) directors and two (2) officers as follows:
<TABLE>
<CAPTION>

<S>                         <C>     <C>                                 <C>
Name                        Age       Position and Offices Held              Director Since
----                        ---       -------------------------              --------------
Pasquale Catizone           66        President, Director                    May 1988

Daniel Generelli            43        Secretary, Treasurer, Director         October 1, 2001

Robert L. Miller            50        Director                               March 12, 2002
</TABLE>

         Set forth below are the names of the directors and officers of the
Registrant, all positions and offices with the Registrant 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
the Registrant 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 the Registrant'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.

                                       9
<PAGE>
         Other than Mr. Catizone and Mr. Generelli, the Company 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 Company. 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, the Company does not have an audit committee because the
Company has not engaged in any business operations for at least the last four
years. The Company's Board of Directors acts as the Company's audit committee.
Similarly, the Company's Board of Directors has determined that the Company does
not have an audit committee financial expert as defined under Securities and
Exchange Commission rules.

Current Blank Check Companies

         Except for the Registrant, no directors or officers of the Registrant
are presently officers, directors or shareholders in any blank check companies.
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 the Registrant'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 ("Reporting Persons"), 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 the Registrant.

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

         Code of Ethics. The Company 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 the Company, although there is no guarantee that the Company will
be able to enter into such a transaction.

ITEM 10. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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

         The officers and directors of the Registrant will not receive any
finder's fees, either directly or indirectly, as a result of their efforts to
implement the Registrant's business plan outlined herein. However, the officers
and directors of the Registrant anticipate receiving benefits as shareholders of
the Registrant. See "ITEM 11. Security Ownership of Certain Beneficial Owners
and Management."

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

         The Registrant 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.

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

                                       10
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of March 6, 2007 certain information
regarding the ownership of the Common Stock by (i) each person known by the
Registrant to be the beneficial owner of more than five (5%) percent of Common
Stock, (ii) each of the Registrant's Directors and Named Executive Officers, as
such term is defined under Item 402(a)(3) of Regulation S-K under the Securities
Act, and (iii) all of the Registrant'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.

<TABLE>
<CAPTION>

Name and Address                                     Amount and Nature
of Beneficial Owner                               of Beneficial Ownership                    Percentage of Class
------------------------------------------ --------------------------------------- ----------------------------------------
<S>                                                      <C>                                       <C>
Pasquale Catizone (1)(3)                                 5,147,815                                 27.05%
266 Cedar Street
Cedar Grove, NY 07009

Carmine Catizone (2)(3)                                  4,000,000                                 21.02%
10 1/2 Walker Avenue
Morristown, NJ 07960

Robert L. Miller (4)                                     3,750,000                                 19.70%
94 Anderson Avenue
Demarest, NJ 07627

Shawshank Holdings, Limited (5)                          3,750,000                                 19.70%
94 Anderson Avenue
Demarest, NJ 07627

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

Joseph Conforte                                          1,000,000                                  5.25%
5465 Green Palms Street
Las Vegas, Nevada

Barbara Catizone                                         1,000,000                                  5.25%
266 Cedar Street
Cedar Grove, NJ 07009

Robyn Conforth                                           1,850,000                                  9.72%
266 Cedar Street
Cedar Grove, NJ 07009

Gina Conforth                                            1,000,000                                  5.25%
266 Cedar Street
Cedar Grove, NJ 07009

Teresa Catizone                                          1,000,000                                  5.25%
7 Logan Place
Morristown, NJ 07960

Raffaele Catizone                                        1,000,000                                  5.25%
7 Logan Place
Morristown, NJ 07960

All Executive Officers and                               8,947,815                                 47.01%
Directors as a Group
(Consisting of three persons)
</TABLE>

*    Less than 1%.
                                       11
<PAGE>

(1)  Includes: (a) 1,000,000 shares (6% of the class) held of record by Barbara
     Catizone, wife of Pasquale Catizone; and (b) an aggregate of 1,850,000
     shares (11% of the class) held of record by Robyn Conforth, Mr. Catizone's
     adult step daughter. Mr. Catizone disclaims beneficial ownership of the
     shares of the Registrant 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 the Registrant from May 1998 through
     October 1, 2001.

(3)  Pasquale and Carmine Catizone are brothers.

(4)  Robert L. Miller was named to the Company'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, who on March 12, 2002, became a director of the Registrant.


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

         On October 1, 2001, Mr. Carmine Catizone resigned as a director and
executive officer of the Registrant. On the same day, Daniel Generelli became a
director and executive officer. Since 1995, Mr. Generelli has served as a
director and executive officer of Creative Beauty Supply, Inc., a retail and
wholesale beauty supply distributor, controlled by and under common control of
Carmine Catizone and Pasquale Catizone. From 1998, through October 1, 2001, Mr.
Carmine Catizone served as a director and executive officer of the Registrant;
and continues to be a principal (10%) stockholder of the Registrant.

         In January 2002, the Registrant conducted a private placement of
4,000,000 shares of its common stock. Of this amount, an aggregate of 1,850,000
shares, comprising 11% of the Registrant's then issued and outstanding shares,
were purchased by Robyn and Gina Conforth, two step daughters of Pasquale
Catizone, a director, executive officer, and principal stockholder of the
Registrant. Robyn Conforth resides in the same household as Mr. Pasquale
Catizone.

         On March 12, 2002, the Registrant conducted a second separate private
placement of 3,000,000 shares of its common stock. All 3,000,000 shares were
purchased by Shawshank Holdings Ltd., a New Jersey corporation controlled by or
under common control of Robert L. Miller, a theretofore non-affiliated
individual who on March 12, 2002, became a principal stockholder and director of
the Registrant.

Conflicts of Interest

         Although there are no plans to do so at this time, the Registrant's
officers and directors may in the future organize other companies of a similar
nature and with a similar purpose as the Registrant. Consequently, there may be
potential inherent conflicts of interest in acting as an officer and director of
the Registrant. Insofar as the officers and directors are engaged in other
business activities, management anticipates that it will devote a relatively
minor amount of time to the Registrant's affairs. The Registrant does not have a
right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Registrant's proposed
business operations.

         A conflict may arise in the event that another blank check company with
which management becomes affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for the
Registrant and other blank check companies in chronological order of the date of

                                       12
<PAGE>
formation of such blank check companies. However, any blank check companies that
may be formed may differ from the Registrant in certain items such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed after the
Registrant. In such case, a business combination might be negotiated on behalf
of the more suitable or preferred blank check company regardless of date of
formation. Mr. Pasquale Catizone will be responsible for seeking, evaluating,
negotiating and consummating a business combination with a target company which
may result in terms providing benefits to any officer or director. Pasquale
Catizone and Carmine Catizone are brothers.

         Mr. Pasquale Catizone is currently a self-employed financial
consultant. As such, demands may be placed on the time of Mr. Catizone which
will detract from the amount of time he is able to devote to the Registrant.
However, should such a conflict arise, there is no assurance that Mr. Catizone
would not attend to other matters prior to those of the Registrant. Mr. Catizone
projects that initially approximately five hours per month of his time may be
spent locating a target company which amount of time would increase when the
analysis of, and negotiations and consummation with, a target company are
conducted.

         In the event the Registrant needs additional funds for operating
capital and/or for costs in connection with a business combination, the
Registrant may opt to issue additional common stock. Except in connection with
the foregoing financing possibility, no other securities, or rights to
securities, of the Registrant will be issued to management or promoters, or
their affiliates or associates, prior to the completion of a business
combination. At the time of a business combination, management expects that some
or all of the shares of Common Stock owned by the officers and directors will be
purchased by the target company. The amount of Common Stock sold or continued to
be owned by the officers and directors cannot be determined at this time.

         The terms of business combination may include such terms as one or more
of the present directors remaining a director or officer of the Registrant. The
terms of a business combination may provide for a payment by cash or otherwise
to one or more of the present directors for the purchase of all or part of their
holdings of common stock of the Registrant by a target company. In such event,
one or more directors would directly benefit from such employment or payment,
and such benefits may influence management's choice of a target company.

         The Registrant may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target company to the
Registrant where that reference results in a business combination. The amount of
any finder's fee will be subject to negotiation, and cannot be estimated at this
time. No finder's fee of any kind will be paid to management or promoters of the
Registrant or to their associates or affiliates. No loans of any type have, or
will be, made to management or promoters of the Registrant or to any of their
associates or affiliates.

         The Registrant's officers and directors, its promoters and their
affiliates or associates have not had any negotiations with and there are no
present arrangements or understandings with any representatives of the owners of
any business or company regarding the possibility of a business combination with
the Registrant.

         The Registrant will not enter into a business combination, or acquire
any assets of any kind for its securities, in which management or promoters of
the Registrant or any affiliates or associates have any interest, direct or
indirect. The Registrant will not pay any finder's fees to members of management
in connection with identifying an entity to a successful business combination.

         There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Registrant could result in liability of management to the
Registrant. However, any attempt by shareholders to enforce a liability of
management to the Registrant would most likely be prohibitively expensive and
time consuming.

         Director Independence

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

         Specifically, Mr. Miller has not:

                                       13
<PAGE>
         -        been at any time during the past three years, employed by the
                  Registrant or by any parent or subsidiary of the Registrant;

         -        accepted or had a family member who accepted any compensation
                  from the Registrant 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 the Registrant 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 the Registrant 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 the Registrant
                  serve on the compensation committee of such other entity; or

         -        been, or had a family member who is, a current partner of the
                  Registrant 's outside auditor, or was a partner or employee of
                  the Registrant 's outside auditor who worked on the Registrant
                  's audit at any time during any of the past three years.

ITEM 13. EXHIBITS

         (a)      Exhibits and Index Required.


         Exhibit No.       Description of Exhibit
         -----------       ----------------------

           3.1             Certificate of Incorporation of the Registrant, as
                           amended (filed with the Registrant's Form 10-SB on
                           July 8, 1999, File No. 000-26653, and incorporated
                           herein by reference).
           3.2             Bylaws of the Registrant, as amended (filed with the
                           Registrant's Form 10-SB on July 8, 1999, File No.
                           000-26653, and incorporated herein by reference).
           31              Certifications of President and Treasurer
           32              Certifications of President and Treasurer Pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

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, 2006 and 2005, for professional services rendered by
Rotenberg, Meril, Solomon, Bertiger & Gutilla, P.C. ("RMSB&G"), for the audit of
the registrant's annual financial statements and review of the financial
statements included in the registrant'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 $8,950 and $8,250,
respectively.

(2) AUDIT-RELATED FEES

         The aggregate fees billed for the fiscal years ended December 31, 2006
and 2005 for assurance and related services by RMSB&G that are reasonably
related to the performance of the audit or review of the registrant's financial
statements for that fiscal year were $0 and $0, respectively.

                                       14
<PAGE>
(3) TAX FEES

         The aggregate fees billed for the fiscal years ended December 31, 2006
and 2005 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, 2006 and 2005, 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 the registrant'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.


                                       15
<PAGE>
                                   SIGNATURES

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


BAYNON INTERNATIONAL CORP.


By: /s/ PASQUALE CATIZONE
    -------------------------------
    Pasquale Catizone, President
    (Principal Executive Officer)
    Dated: March 12, 2007


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


By: /s/ PASQUALE CATIZONE
    -------------------------------
    Pasquale Catizone,
    President
    (Principal Executive Officer)
    Dated: March 12, 2007


By: /s/ DANIEL GENERELLI
    -------------------------------
    Daniel Generelli
    Secretary, Treasurer
    (Principal Financial Officer, Principal Accounting Officer)
    Dated: March 12, 2007


By: /s/ ROBERT L. MILLER
    -------------------------------
    Robert L. Miller
    Director
    Dated: March 12, 2007


                                       16
<PAGE>
                           BAYNON INTERNATIONAL CORP.
                          INDEX TO FINANCIAL STATEMENTS


                                                                           Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    F-1

FINANCIAL STATEMENTS:

   Balance Sheets                                                          F-2

   Statements of Operations                                                F-3

   Statements of Changes in Stockholders' Equity (Deficiency)              F-4

   Statements of Cash Flows                                                F-5

   Notes to Financial Statements                                           F-6


<PAGE>
             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, 2006 and 2005, 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2006 and 2005 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 financial statements referred to above have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's recurring losses, lack of revenue generating
operations, limited cash resources available to it and negative cash flows from
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 1. 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 12, 2007

                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                           BAYNON INTERNATIONAL CORP.

                                 BALANCES SHEETS
                           DECEMBER 31, 2006 AND 2005


                                                                         2006           2005
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
                                     ASSETS

Current Assets:
     Cash and cash equivalents                                       $     12,940   $     16,805
                                                                     ------------   ------------

              Total Current Assets                                         12,940         16,805
                                                                     ------------   ------------

Total Assets                                                         $     12,940   $     16,805
                                                                     ============   ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
     Accounts payable and accrued expenses                           $     14,745   $     13,381
     Convertible note payable - stockholder                                20,000             --
     Accrued interest - stockholder                                            62             --
                                                                     ------------   ------------

              Total Current Liabilities                                    34,807         13,381
                                                                     ------------   ------------

Total Liabilities                                                          34,807         13,381
                                                                     ------------   ------------

Stockholders' Equity (Deficiency):
     Common stock, $.001 par value, 50,000,000 shares
         authorized, 19,032,692 shares issued and outstanding              19,033   $     19,033
     Additional paid-in capital                                           117,500        117,500
     Accumulated deficit                                                 (158,400)      (133,109)
                                                                     ------------   ------------

              Total Stockholders' (Deficiency) Equity                     (21,867)         3,424
                                                                     ------------   ------------

Total Liabilities and Stockholders' (Deficiency) Equity              $     12,940   $     16,805
                                                                     ============   ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                           BAYNON INTERNATIONAL CORP.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

                                                          2006           2005
                                                      ------------   ------------
<S>                                                   <C>            <C>
Revenues                                              $         --   $         --
                                                      ------------   ------------

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

Gross Profit                                                    --             --
                                                      ------------   ------------
Other Costs:
    General and administrative expenses                     25,476         23,522
                                                      ------------   ------------

              Total Other Cost                              25,476         23,522
                                                      ------------   ------------

Operating loss                                             (25,476)       (23,522)
                                                      ------------   ------------
Other Income (Expense):
    Interest income                                            247            182
    Interest expense - stockholder                             (62)            --
                                                      ------------   ------------

              Total Other Income (Expense)                     185            182
                                                      ------------   ------------

Net loss                                              $    (25,291)  $    (23,340)
                                                      ============   ============
Earnings (Loss) Per Share:
    Basic and diluted earnings (loss) per
        common share                                  $       0.00   $       0.00
                                                      ============   ============

    Basic and diluted common shares
        outstanding                                     19,032,692     17,734,062
                                                      ============   ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                           BAYNON INTERNATIONAL CORP.
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

                                         Common Stock
                                       $ .001 Par Value
                                  ---------------------------
                                                    Common       Additional
                                     Number         Stock          Paid-in      Accumulated
                                    of Shares       Amount         Capital        Deficit         Total
                                  ------------   ------------   ------------   ------------   ------------
<S>                                 <C>          <C>            <C>            <C>            <C>
Balance - January 1, 2005           17,532,692   $     17,533   $    104,000   $   (109,769)  $     11,764

Issuance of common stock             1,500,000          1,500         13,500             --         15,000

Net loss for the year ended
   December 31, 2005                                                                (23,340)       (23,340)
                                  ------------   ------------   ------------   ------------   ------------

Balance - December 31, 2005         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)
                                  ============   ============   ============   ============   ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                           BAYNON INTERNATIONAL CORP.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

                                                                    2006           2005
                                                                ------------   ------------
<S>                                                             <C>            <C>
Cash Flows from Operating Activities:
     Net loss                                                   $    (25,291)  $    (23,340)
     Adjustments to reconcile net loss to net cash used
       in operating activities:
          Increase in accounts payable
            and accrued expenses                                       1,364          8,781
          Increase in accrued interest, stockholder                       62             --
                                                                ------------   ------------

              Net cash used in operating activities                  (23,865)       (14,559)
                                                                ------------   ------------

Cash Flows from Financing Activities:
     Proceeds from note payable, stockholder                          20,000             --
     Proceeds from issuance of common stock                               --         15,000
                                                                ------------   ------------

              Net cash from financing activities                      20,000         15,000
                                                                ------------   ------------

Net (Decrease) Increase in Cash and Cash Equivalents                  (3,865)           441

Cash and Cash Equivalents, beginning of year                          16,805         16,364
                                                                ------------   ------------

Cash and Cash Equivalents, end of year                          $     12,940   $     16,805
                                                                ============   ============
Supplemental Disclosures of Cash Flow Information:
     Cash paid during year for:
              Interest                                          $         --   $         --
                                                                ============   ============
              Taxes                                             $         --   $         --
                                                                ============   ============
</TABLE>

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

                                       F-5
<PAGE>
                           BAYNON INTERNATIONAL CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company

         Baynon International Corporation (formally known as Technology
         Associates Corporation and hereinafter referred to as 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 five
         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.

         Going Concern

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company has incurred
         operating losses in 2006 and 2005. At December 31, 2006, the Company
         had an accumulated deficit of $21,867. Net cash used in operating
         activities was $23,865 in 2006 and $14,559 in 2005. At December 31,
         2006, the Company had cash and cash equivalents of $12,940. The Company
         has no revenue generating operations and has limited cash resources
         available. Additionally the Company has a working capital deficiency of
         $21,867 at December 31, 2006. These factors raise substantial doubt
         about the ability of the Company to continue as a going concern.
         Management believes that it will be able to achieve a satisfactory
         level of liquidity to meet the Company's obligations through December
         31, 2007 by obtaining additional financing from key officers, directors
         and certain investors. However, there can be no assurance that the
         Company will be able to generate sufficient liquidity to maintain ita
         operations. The financial statements do not include any adjustments
         that might result from the outcome of these uncertainties.

         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 equivalents. Cash equivalents consist of a money
         market account.

                                      F-6
<PAGE>
1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Use of Estimates

         The preparation of financial statements in conformity with accounting
         principals generally accepted in the United States requires management
         to make estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosures of contingent liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         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.

         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 dividing
         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:

                                                               December 31,
                                                            2006         2005
                                                         -----------------------

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

                                       F-7
<PAGE>
1.   THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recently Issued Accounting Standards

         The Financial Accounting Standards Board ("FASB") issued FASB
         Interpretation No. 47 ("FIN 47"), "Accounting for Conditional Asset
         Retirement Obligations" in March 2005. FIN 47 clarifies that an entity
         must record a liability for a conditional asset retirement obligation
         if the fair value of the obligation can be reasonably estimated. This
         Interpretation also clarifies the circumstances under which an entity
         would have sufficient information to reasonably estimate the fair value
         of an asset retirement obligation This Interpretation is effective no
         later than the end of fiscal years ending after December 15, 2005. This
         guidance did not have a material affect on the Company's financial
         statements.

         In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
         Error Corrections - a replacement of APB Opinion No. 20 and FASB
         Statement No. 3." This Statement requires retrospective application to
         prior periods' financial statements of changes in accounting principle,
         unless it is impracticable to determine either the period-specific
         effects or the cumulative effect of the change. The statement is
         effective for accounting changes and corrections of errors made in
         fiscal years beginning after December 15, 2005. This statement did not
         have a material effect on its reporting.

         In July 2006, the FASB has published FASB Interpretation No. 48 ("FIN
         48"), "Accounting for Uncertainty in Income Taxes", to address the
         non-comparability in reporting tax assets and liabilities resulting
         from a lack of specific guidance in FASB Statement of Financial
         Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes, on
         the uncertainty in income taxes recognized in an enterprise's financial
         statements. FIN 48 will apply to fiscal years beginning after December
         15, 2006. The adoption of FIN 48 is not expected to have a material
         effect on the Company's financial condition or results of operations.

         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 implementation of this guidance is not
         expected to have any impact on the Company's financial statements

         In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No.
         108, "Considering the Effects of Prior Year Misstatements when
         Quantifying Misstatements in Current Year Financial Statements", to
         provide guidance on the consideration of the effects of prior year
         misstatements in quantifying current year misstatements for the purpose
         of a materiality assessment. Under SAB 108, companies should evaluate a
         misstatement based on its impact on the current year income statement,
         as well as the cumulative effect of correcting such misstatements that
         existed in prior years existing in the current year's ending balance
         sheet. SAB 108 will be effective for the Company in its fiscal year
         ending June 30, 2007. The adoption of SAB 108 is not expected to have a
         material effect on the Company's financial condition or results of
         operations.

                                       F-8
<PAGE>
1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recently Issued Accounting Standards (Continued)

         In September 2006, FASB issued SFAS No. 158, "Employers' Accounting for
         Defined Benefit Pension and Other Postretirement Plans", an amendment
         of FASB Statements No. 87, 88, 106, and 132 ( R ). SFAS No. 158
         requires companies to recognize the over-funded or under-funded status
         of their defined benefit postretirement plans as an asset or liability
         and to recognize changes in that fund status in the year in which the
         changes occur through comprehensive income. The will adopt SFAS No. 158
         on December 31, 2006. The adoption of SFAS No. 158 is not expected to
         have a material effect on the Company's financial condition or results
         of operations.

2.  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 bears interest at 6% per annum and
         matures on December 13, 2007. 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, 2007.

         At December 31, 2006, interest expense and accrued interest on the note
         was $62.

3.  COMMON STOCK

         The authorized capital stock of the Company consist of 50,000,000
         shares of common stock, par value $.001 per share, of which 19,032,692
         shares were issued and outstanding at December 31, 2006 and 2005,
         respectively.

         On November 12, 2005, the Company issued 750,000 shares of common stock
         to each of its president and a board member for total proceeds of
         $15,000.

         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.

                                      F-9
<PAGE>
3.  INCOME TAXES

         The component of deferred tax assets at December 31, 2006 and 2005 is
         as follows:

                                                      2006          2005
                                                   ----------    ----------
              Net operating loss carry forward     $   50,800    $   39,800

              Less: Valuation allowance               (50,800)      (39,800)
                                                   ----------    ----------
                                                   $       --    $       --
                                                   ==========    ==========

         A 100% valuation allowance was provided at December 31, 2006 and 2005
         as it is uncertain if the deferred tax assets would be utilized. The
         increase in the valuation allowance was solely due to the increase in
         the net operating loss carry forward.

         At December 31, 2006, the Company has unused federal net operating loss
         carry forwards of approximately $155,000 expiring between 2018 and 2026
         and unused New Jersey net operating loss carry forwards of
         approximately $139,000 expiring between 2007 and 2014.


                                      F-10