SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2001

     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 88-02857182
                               ------ -----------
                (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 ___

         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 28, 2002
was approximately $ 51,349. (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 a
private placement by the Registrant consummated in January 2002, following the
period covered by this Report.

As of March 28, 2002, the Registrant had 17,532,692 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None


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                                TABLE OF CONTENTS
                                     PART I

                                                                            Page

Item 1.           Description of Business                                     2

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 and Related Stockholder Matters    6

Item 6.           Management's Discussion and Analysis or Plan of Operation   8

Item 7.           Financial Statements                                        9

Item 8.           Changes and Disagreements with Accountants
                  on Accounting and Financial Disclosures                     9

                                    PART III

Item 9.           Directors and Executive Officers, Promoters
                  and Control Persons; 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                                       10

Item 12.          Certain Relationships and Related Transactions              11

                                     PART IV

Item 13.          Exhibits and Reports on Form 8-K                            13


Index                                                                        F-1






                                        2

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                                     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 three 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 three 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 three 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.


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         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 Complete 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 and Control Persons; 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.

         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

                                        4

<PAGE>



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 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.


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.



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                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a)      Market Information.  There has been no trading market for the
Registrant's  Common  Stock  for at least  the last two  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 are approximately 540 record holders of the
Registrant's Common Stock. 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.

         (d) Recent Sales of Unregistered Securities. On December 17, 1999, and
pursuant to a written agreement with Joseph Conforth, a non-affiliated
individual, the Registrant sold an aggregate of 1,000,000 authorized but
unissued shares of its Common Stock to Mr. Conforth in consideration for an
aggregate purchase price of $10,000 or $.01 per share. The shares were sold
without registration under the Securities Act pursuant to the exemptions
contained in Sections 4(2) and 4(6) thereunder. Proceeds from the sale of the
shares were utilized for general working capital purposes.

         On February , 2002, and pursuant to the terms and conditions of a
written subscription agreement, the Registrant sold an aggregate of 4,000,000
authorized but unissued shares of its Common Stock to five non-affiliated
stockholders in consideration for an aggregate of $28,000 or $.007 per share.
The shares were sold without registration under the Securities

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Act pursuant to the exemptions contained in Sections 3(b) and 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder. Proceeds
from the sale of the shares were utilized for general working capital purposes.

         On March 13, 2002, and pursuant to the terms and conditions of a second
and separate written subscription agreement, the Registrant sold an aggregate of
3,000,000 authorized but unissued shares of its Common Stock to one non-
affiliated stockholder in consideration for an aggregate of $30,000 or $.01 per
share. The shares were sold without registration under the Securities Act
pursuant to the exemptions contained in Sections 3(b) and 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder. Proceeds from the sale
of the shares were utilized for general working capital purposes. Other than the
aforementioned transactions, the Registrant has made no sales of unregistered
securities during the past three (3) fiscal years.

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

         (a)      Liquidity and Capital Resources

         At December 31, 2001, the Registrant had a cash balance of $16,945
which represents an $25,263 decrease from the $42,208 balance at December 31,
2000. This $25,263 decrease was a result of the cash used in operations. The
Registrant's working capital position at December 31, 2001, was $9,117 as
compared to a December 31, 2000 balance of $28,408.

         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. As a result of two private placements consummated in
January 2002, and after the fiscal year covered by this Report, the Registrant
believe that it can satisfy its cash requirements for at least the next twelve
(12) months before it will need to raise additional funds.

         (b)      Results of Operations for the Year Ended December 31, 2001,
                  Compared to the Year Ended December 31, 2000

         The Registrant recorded a loss of $19,291 in the current year versus a
loss of $18,962 in the prior year. Interest income decreased $1,246 to $1,293
primarily due to lower cash balances. General and administrative expenses were
$20,584 compared to $21,501 in the prior year period. These expenses which were
incurred primarily to enable the Registrant to satisfy the requirements of a
reporting company were comparable with the prior year.

         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.

         (c)      Results of Operations for the Year Ended December 31, 2000,
                  Compared  to the Year Ended December 31, 1999

         The Registrant recorded a loss of $18,962 in the current year versus a
loss of $12,307 in the prior year. Interest income decreased $165 to $2,539
primarily due to lower cash balances.  General and administrative expenses were
$21,501 compared to $15,011 in the prior year period. The increase of $6,490 was
due primarily to costs incurred in enabling 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.

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ITEM 7.           FINANCIAL STATEMENTS

         The Company's financial statements and associated notes are set forth
on pages F-1 through F-8.

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

         None.

                                    PART III

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

         (a)      Identity of Officers and Directors

         During the fiscal year ended December 31, 2001, the Registrant had two
(2) directors and two (2) officers as follows:


Name (3)                 Age   Positions and Offices Held    Director Since



Pasquale Catizone (1)    61    President, Director           May 1998

Carmine Catizone (1)     56    Secretary, Treasurer,         May 1998 (2)
                               Director

Daniel Generelli         38    Secretary, Treasurer,
                               Director                      October 1, 2001
-----------------------
(1)      Pasquale and Carmine Catizone are brothers.

(2)      Mr. Carmine Catizone resigned as an executive officer and director of
the Registrant on October 1, 2001. On the same date, the vacancy  created by Mr.
Catizone's resignation was filled by Mr. Daniel Generelli.

         On March 15, 2002, and following the fiscal year covered by this
Report, Mr. Robert L. Miller, an executive officer, director and controlling
stockholder of Shawshank Holdings, Limited, a principal stockholder of the
Registrant, was elected to the Registrant's Board of Directors.

         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.

         Carmine Catizone.  Mr. Catizone was the Registrant's Secretary,
Treasurer,  Chief  Financial  Officer and a director from May 1998 to October 1,
2001.  Simultaneously  therewith  and since August 1995,  Mr.  Catizone has been
President and a director of Creative Beauty Supply, Inc., a retail and wholesale
beauty supply distributor in Totowa, New Jersey. Mr. Catizone formerly served as
President and a director of J&E Beauty Supply,  Inc. also a retail and wholesale
distributor of beauty supplies, from June 1988 to August 1995.


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<PAGE>



         Daniel Generelli.  Mr. Generelli has been the Registrant's Secretary,
Treasurer,  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 by 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 1884, Mr. 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 15, 2002. Since June 1995, he has been President of Trippoak  Advisors,
Inc., 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.  He is currently on the board of directors of  ePerception,
Inc., a reporting company under the Securities Exchange Act of 1934.

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, the Registrant believes that during the fiscal year ended December
31, 2001 its officers, directors and ten (10%) percent beneficial owners
complied with all Section 16(a) filing requirements. However, each of the
Registrant's two (2) directors filed reports late.

ITEM 10.          EXECUTIVE COMPENSATION

         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.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The following table sets forth, as of March 15, 2002, 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

                                        9

<PAGE>



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.


                                           Amount and
                                           Nature of
Name and Address                           Beneficial       Percentage of
of Beneficial Owner                        Ownership            Class

Pasquale Catizone (1) (3)
266 Cedar Street
Cedar Grove, NJ 07009                      5,397,815           30.79%

Carmine Catizone (2) (3)
10 1/2Walker Avenue
Morristown, NJ 07960                       4,000,000           22.82%

Robert L. Miller (4)
94 Anderson Avenue
Demarest, NJ 07627                         3,000,000           17.11%

Shawshank Holdings, Limited (5)
94 Anderson Avenue
Demarest, NJ 07627                         3,000,000           17.11%

Joseph Conforth
5465 Green Palms Street
Las Vegas, Nevada                          1,000,000            5.70%

Barbara Catizone
266 Cedar Street
Cedar Grove, NJ 07009                      1,000,000            5.70%

Robyn Conforth
266 Cedar Street
Cedar Grove, NJ 07009                      1,850,000           10.55%

Gina Conforth
266 Cedar Street
Cedar Grove, NJ 07009                      1,000,000            5.70%

Teresa Catizone
7 Logan Place
Morristown, NJ 07960                       1,000,000            5.70%

Raffaele Catizone
7 Logan Place
Morristown, NJ 07960                       1,000,000            5.70%

All Executive Officers and
Directors as a Group
of two persons                            12,397,815 (6)(7)       70.71%

--------------------------------------------------------------------------------

(1) Includes: (a) 1,000,000 shares (6% of the class) held of record by Barbara
Catizone, wife of Pasquale Catizone; (b) an aggregate of 1,850,000 shares (11%
of the class) held of record by Robyn Conforth, Mr. Catizone's adult step
daughter that resides with him; and (c) an aggregate of 1,000,000 shares (6% of
the class) held of record by Gina Conforth, Mr. Catizone's adult step daughter
that resides with him. Mr. Catizone disclaims beneficial ownership of the shares
of the Registrant owned by his adult daughters.

                                       10

<PAGE>


(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
15, 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 15, 2002, became a director of the Registrant.

(6) Mr. Carmine Catizone served as an executive officer and director of the
Registrant from May 1998 through October 1, 2001. Accordingly, all of the
Registrant's shares beneficially owned by Mr. Catizone are included in this
figure.

(7)      Does not include an aggregate of 3,000,000 shares owned 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 15, 2002,
became a principal (i.e., 17%) stockholder and director of the Registrant.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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, and after the period covered by this Report, 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 and Gina Conforth
reside in the same household as Mr. Pasquale Catizone.

         On March 15, 2002, and after the period covered by this Report, 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 15, 200, 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
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

                                       11

<PAGE>



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.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits and Index Required.

                        None.

         (b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the last quarter of fiscal
2001.



                                       12

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of 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.

                                   SIGNATURES

Pursuant to the requirements of 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, in the Town of Cedar Grove,
State of New Jersey, on March , 2002.

BAYNON INTERNATIONAL CORP.


By:  /s/ Pasquale Catizone
    -------------------------------------
Pasquale Catizone, President
(Principal Executive Officer)
Dated: March 30, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
is 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 30, 2002



By:  /s/ Daniel Generelli
    -------------------------------------
Daniel Generelli,
Secretary, Treasurer
(Principal Financial Officer)
Dated: March 30, 2002


By:  /s/ Robert L. Miller
    -------------------------------------
Robert L. Miller
Director
Dated:   March 30, 2002



                                       13

<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



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) as of December 31, 2001
and 2000, and the related statements of operations, stockholders' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 Baynon International
Corporation as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.





                       /s/  SAMUEL KLEIN AND COMPANY


                            SAMUEL KLEIN AND COMPANY



Newark, New Jersey
March 12, 2002



                                       F-1


<PAGE>
                        BAYNON INTERNATIONAL CORPORATION

                                 BALANCE SHEETS






<TABLE>
<CAPTION>
                                                                                  December 31,
ASSETS                                                                    2001                    2000
                                                                      -------------            ------------

Current Assets:
<S>                                                                   <C>                      <C>
  Cash and cash equivalents                                           $     16,945             $    42,208
                                                                      -------------            ------------
        Total Current Assets                                                16,945                  42,208
                                                                      -------------            ------------

Total Assets                                                          $     16,945             $    42,208
                                                                      =============            ============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued
    expenses                                                          $      7,828             $    13,800
                                                                      -------------            ------------
        Total Current Liabilities                                            7,828                  13,800
                                                                      -------------            ------------

Total Liabilities                                                            7,828                  13,800
                                                                      -------------            ------------

Stockholders' Equity:
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 10,532,692 shares issued and
    outstanding at December 31, 2001 and 2000                               10,533                  10,533
  Additional paid-in capital                                                53,000                  53,000
  Retained earnings (deficit)                                              (54,416)                (35,125)
                                                                      -------------            ------------
        Total Stockholders' Equity                                           9,117                  28,408
                                                                      -------------            ------------

Total Liabilities and Stockholders' Equity                            $     16,945             $    42,208
                                                                      =============            ============
</TABLE>






--------------------

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


                                      F-2


<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                            STATEMENTS OF OPERATIONS





<TABLE>
<CAPTION>
                                                                         For the Years Ended
                                                                             December 31,
                                                                   2001                       2000
                                                              ---------------            ----------------

<S>                                                           <C>                        <C>
Revenues                                                      $        -                 $        -

Cost of Revenues                                                       -                          -
                                                              ---------------            ----------------

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

Other Costs:
  General and administrative expenses                                 20,584                      21,501
                                                              ---------------            ----------------
        Total Other Costs                                             20,584                      21,501

Other Income and Expense:
  Interest income                                                      1,293                       2,539
                                                              ---------------            ----------------

Net Loss before Income Taxes                                         (19,291)                    (18,962)

Income Taxes                                                            -                          -
                                                              ---------------            ----------------

Net Loss                                                      $      (19,291)            $       (18,962)
                                                              ===============            ================


Earnings (Loss) Per Share:
  Basic and diluted earnings (loss) per
    common share                                              $         0.00             $          0.00
                                                              ===============            ================

  Basic and diluted common shares
    outstanding                                                   10,532,692                  10,532,692
                                                              ===============            ================
</TABLE>




--------------------

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



                                       F-3


<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000





<TABLE>
<CAPTION>
                                      Common Stock
                                     $.001 Par Value
                                ---------------------------------
                                                       Common       Additional       Retained           Total
                                    Number             Stock          Paid-In        Earnings       Stockholders'
                                  of Shares            Amount         Capital       (Deficit)            Equity
                                ---------------     -------------   ------------   -------------   ----------------
<S>                             <C>                 <C>             <C>            <C>             <C>
Balances, January 1, 2000           10,532,692      $     10,533    $    53,000    $    (16,163)   $        47,370

Net Loss for the Year Ended
  December 31, 2000                    -                  -              -              (18,962)           (18,962)
                                ---------------     -------------   ------------   -------------   ----------------

Balances, December 31, 2000         10,532,692            10,533         53,000         (35,125)            28,408

Net Loss for the Year Ended
  December 31, 2001                    -                  -              -              (19,291)           (19,291)
                                ---------------     -------------   ------------   -------------   ----------------

Balances, December 31, 2001         10,532,692      $     10,533    $    53,000    $    (54,416)   $         9,117
                                ===============     =============   ============   =============   ================
</TABLE>




--------------------

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




                                      F-4

<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                            STATEMENTS OF CASH FLOWS





<TABLE>
<CAPTION>
                                                                                                For the Years Ended
                                                                                                    December 31,
                                                                                         2001                    2000
                                                                                     -------------            ------------

Cash Flows from Operating Activities:
<S>                                                                                  <C>                      <C>
  Net loss                                                                           $    (19,291)            $   (18,962)

  Adjustments to reconcile net loss to net cash used in operating activities:
      (Decrease) increase in accounts payable
        and accrued expenses                                                               (5,972)                  7,695
                                                                                     -------------            ------------

          Net cash used in operating activities                                           (25,263)                (11,267)
                                                                                     -------------            ------------

Net Decrease in Cash and Cash Equivalents                                                 (25,263)                (11,267)

Cash and Cash Equivalents, beginning of year                                               42,208                  53,475
                                                                                     -------------            ------------

Cash and Cash Equivalents, end of year                                               $     16,945             $    42,208
                                                                                     =============            ============


Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for:
    Interest                                                                         $       -                $       -
                                                                                     =============            ============
    Taxes                                                                            $       -                $       -
                                                                                     =============            ============
</TABLE>

--------------------

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


                                       F-5

<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001







1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Baynon International Corporation (formerly 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 two 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 may wish to
contribute assets to the Company rather than merge. No assurances 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.

Cash and Cash Equivalents

For financial statement purposes, short-term investments with a maturity of
ninety days or less and highly liquid investments are considered cash
equivalents.

Use of Management's Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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 follows Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). SFAS 109 requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference 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.








                                       F-6


<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)





1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) Per Share

As of December 31, 1997, the FASB issued Statement No. 128, "Earnings Per Share"
(SFAS 128) replacing the calculation of primary and fully diluted earnings per
share with Basic and Diluted earnings per share. Unlike primary earning per
share, basic earnings per share excludes the dilutive effects of options,
warrants and convertible securities and thus is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding. Diluted earnings per share is similar to the previously fully
diluted earnings per share. 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. Dilutive earnings per share
is computed based upon the weighted average number of common shares and dilutive
common equivalent shares outstanding.

Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 121 (SFAS
121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of". SFAS 121 requires that if facts and circumstances
indicate that the cost of fixed assets or other assets may be impaired, an
evaluation of recoverability would be performed by comparing the estimated
future undiscounted pre-tax cash flows associated with the asset to the asset's
carrying value to determine if a write-down to market value or discounted
pre-tax cash flow value would be required.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income ("SFAS 130"). This statement establishes rules
for the reporting of comprehensive income and its components which require that
certain items such as foreign currency translation adjustments, unrealized gains
and losses on certain investments in debt and equity securities, minimum pension
liability adjustments and unearned compensation expense related to stock
issuances to employees be presented as separate components of stockholders'
equity. The adoption of SFAS 130 had no impact on total stockholders' equity for
either of the years presented in these financial statements.

Recent Accounting Pronouncements

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations" (SFAS 141). SFAS 141 requires all business
combinations to be accounted for using the purchase method of accounting and is
effective for all business combinations initiated after June 30, 2001. The
adoption of SFAS 141 had no effect on the Company's operating results or
financial condition.










                                       F-7
<PAGE>


                        BAYNON INTERNATIONAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)





2.  COMMON STOCK

The authorized capital stock of the Company consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 10,532,692 shares are issued
and outstanding at December 31, 2001 and 2000.

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 therefor. In the event
of a 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
conversion or redemption rights or sinking fund provisions with respect to the
common stock.


3.        SUBSEQUENT EVENTS

On January 8, 2002 the Company issued 4,000,000 shares of common stock, $.001
par value and received net proceeds of $28,000. These shares were sold in a
private placement without registration under Rule 506 of Regulation D and
pursuant to exemptions contained in the Securities Act of 1933.

On March 12, 2002 the Company issued 3,000,000 shares of common stock, $.001 par
value and received proceeds of $30,000. These shares were sold in a private
placement without registration under Rule 506 of Regulation D and pursuant to
exemptions contained in the Securities Act. In connection with this sale the
Company agreed to the following: (a) the Company would not issue any additional
common stock, preferred stock or any warrants, rights or any securities
convertible into common stock without the prior written consent of this
investor; (b) the Company would reimburse this investor up to $1,000 for
expenses incurred while conducting its due diligence investigation prior to this
purchase; (c) this investor will be entitled to name an individual to the Board
of Directors, as long as it owns at least eight percent (8%) of the issued and
outstanding common stock of the Company, and (d) the Company will retain a
securities counsel as specified by the investor.


















                                       F-8