UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                              FORM 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

              FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

                   Commission File Number:  0-4006

                    BAYNON INTERNATIONAL CORP.
       (Exact name of registrant as specified in its charter)

            NEVADA                              88-0285718
       (State or other                       (I.R.S.  Employer
jurisdiction of incorporation                 Identification)
        or organization)

             266 Cedar Street. Cedar Grove, New Jersey 07009
       (Address of principal executive offices, including zip code)

                            (973) 239-2952
          (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities Registered Pursuant to Section 12(g) of the Exchange Act:
              Common Stock, par value $0.001 per share
                         (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in 405 of the Securities Act.    Yes [ ]  No  [x]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.    Yes  [ ]    No  [x]

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.     [ ]



<PAGE>2

   Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).   Yes [ ]   No [ ]

   Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.

Large accelerated filer [ ]   Accelerated filer         [ ]
Non-accelerated filer   [ ]   Smaller Reporting Company [x]
(Do not check if smaller reporting company)

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

As of March 23, 2011, no market price existed for voting and non-voting
common equity held by non-affiliates of the registrant.

As of March 23, 2011, the registrant had outstanding 25,860,192 shares
of common stock with a par value of $0.001 per share.

                DOCUMENTS INCORPORATED BY REFERENCE
None




<PAGE>3
                      TABLE OF CONTENTS

ITEM                                                 PAGE

                          PART I

1.    BUSINESS                                         4
1A.   RISK FACTORS                                     4
1B.   UNRESOLVED STAFF COMMENTS                        4
2.    PROPERTIES                                       5
3.    LEGAL PROCEEDINGS                                5
4.   (REMOVED AND RESERVED)	                         5

                          PART II

5.    MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
        MATTERS AND ISSUER PURCHASES OF EQUITY
        SECURITIES                                     6
6.    SELECTED FINANCIAL DATA                          6
7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
        OPERATION                                      7
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
        MARKET RISK                                    9
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA      9
9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURES        9
9A.   CONTROLS AND PROCEDURES                          9
9B.   OTHER INFORMATION                               12

                           PART III

10.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
        CONTROL PERSONS, AND CORPORATE GOVERNANCE     13
11.   EXECUTIVE COMPENSATION                          15
12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
        AND MANAGEMENT AND RELATED STOCKHOLDER
        MATTERS                                       16
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
        AND DIRECTOR INDEPENDENCE                     17
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES          18

                            PART IV

15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES          19


<PAGE>4
                           PART I

ITEM 1. BUSINESS

Baynon International Corp., formerly known as Technology Associates
Corporation, was originally incorporated on February 29, 1968, under
the laws of the Commonwealth of Massachusetts.  On December 28, 1989,
Baynon reincorporated under the laws of the State of Nevada.  Baynon
was formerly engaged in the technology marketing business. Baynon has
not engaged in any business operations for at least the last seven
years.

Baynon is considered a blank check company for purposes of this report.
As defined in Section 7(b)(3) of the Securities Act of 1933, as
amended, a blank check company is a development stage company that has
no specific business plan or purpose or has indicated that its business
plan is to engage in a merger or an acquisition with an unidentified
company or companies and is issuing "penny stock" securities as defined
in Rule 3(a)(51) of the Securities Exchange Act of 1934, as amended.
Baynon's current business plan is to attempt to identify and negotiate
with a business target for the merger of that entity with and into
Baynon. In certain instances, a target company may wish to become a
subsidiary of Baynon or may wish to contribute or sell assets to Baynon
rather than to merge. No assurances can be given that Baynon will be
successful in identifying or negotiating with any target company.
Baynon seeks to provide a method for a foreign or domestic private
company to become a reporting or public company whose securities are
qualified for trading in the United States secondary markets.

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

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


ITEM 1A.  RISK FACTORS

Not applicable to a smaller reporting company.


ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

<PAGE>5

ITEM 2. PROPERTIES

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


ITEM 3. LEGAL PROCEEDINGS

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


ITEM 4. (REMOVED AND RESERVED)



<PAGE>6

                                PART II

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

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

    Holders.  There were approximately 540 record holders of Baynon's
common stock as of March 23, 2011.  The issued and outstanding shares
of Baynon's common stock were issued in accordance with the exemptions
from registration afforded by Sections 3(b) and 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder.

    Dividends.  Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on the registrant's common stock have ever been paid, and
the registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.

    Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.

   Performance graph. Not applicable.

   Sale of unregistered securities. None.

(b) Use of Proceeds. Not applicable.

(c) Purchases of Equity Securities by the issuers and affiliated
purchasers.  None.


ITEM 6.  SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.



<PAGE>7

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Forward-looking Statements
--------------------------
Statements in this Management's Discussion and Analysis of Financial
Condition and Results of Operation, as well as in certain other parts
of this Annual report on Form 10-K (as well as information included in
oral statements or other written statements made or to be made by
Baynon) that look forward in time, are forward-looking statements made
pursuant to the safe harbor provisions of the Private Litigation Reform
Act of 1995. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance,
expectations, predictions, and assumptions and other statements which
are other than statements of historical facts. Although Baynon believes
such forward-looking statements are reasonable, it can give no
assurance that any forward-looking statements will prove to be correct.
Such forward-looking statements are subject to, and are qualified by,
known and unknown risks, uncertainties and other factors that could
cause actual results, performance or achievements to differ materially
from those expressed or implied by those statements. These risks,
uncertainties and other factors include, but are not limited to
Baynon's ability to estimate the impact of competition and of industry
consolidation and risks, uncertainties and other factors set forth in
Baynon's filings with the Securities and Exchange Commission, including
without limitation to this Annual Report on Form 10-K.

Baynon undertakes no obligation to update forward-looking statements to
reflect events or circumstances occurring after the date of this Form
10-K.

Critical Accounting Policies
----------------------------
The following discussion as well as disclosures included elsewhere in
this Form 10-K, are based upon our audited financial statements, which
have been prepared in accordance with accounting principles generally
accepted in the United States of America. These financial statements
and accompanying notes have been prepared in accordance with accounting
principles generally accepted in the United States of America.

The preparation of these financial statements requires management to
make estimates, judgments and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosures of contingencies.  Baynon continually evaluates the
accounting policies and estimates used to prepare the financial
statements.  Baynon bases its estimates on historical experiences and
assumptions believed to be reasonable under current facts and
circumstances. Actual amounts and results could differ from these
estimates made by management.

Trends and Uncertainties
------------------------
There are no material commitments for capital expenditure at this time.
There are no trends, events or uncertainties that have had or are
reasonably expected to have a material impact on our limited

<PAGE>8

operations. There are no known causes for any material changes from
period to period in one or more line items of Baynon's financial
statements.

Liquidity and Capital Resources
-------------------------------
At December 31, 2010, Baynon had a cash balance of $7,890, which
represents a $3,259 increase from the $4,631 balance at December 31,
2009.  This increase was primarily the result of cash received from the
issuance of a note payable to a stockholder. Baynon's working capital
deficit at December 31, 2010 was $53,291 as compared to a December 31,
2009 deficit of $30,513.

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

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As shown in the
accompanying financial statements, Baynon has incurred losses of
$22,778 and $22,960 for the years ended December 31, 2010 and 2009,
respectively, and a working capital deficiency which raises substantial
doubt about the Company's ability to continue as a going concern.

Management believes the Company will continue to incur losses and
negative cash flows from operating activities for the foreseeable
future and will need additional equity or debt financing to sustain its
operations until it can achieve profitability and positive cash flows,
if ever. Management plans to seek additional debt and/or equity
financing for the Company, but cannot assure that such financing will
be available on acceptable terms.

The Company's continuation as a going concern is dependent upon its
ability to ultimately attain profitable operations, generate sufficient
cash flow to meet its obligations, and obtain additional financing as
may be required. Our auditors have included a "going concern"
qualification in their auditors' report dated March 23, 2011. Such a
"going concern" qualification may make it more difficult for us to
raise funds when needed. The outcome of this uncertainty cannot be
assured.



<PAGE>9

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

Results of Operations for the Year Ended December 31, 2010 compared to
the Year Ended December 31, 2009.
----------------------------------------------------------------------
Baynon incurred a net loss of $22,778 in 2010 versus a net loss of
$22,960 in 2009. General and administrative expenses were $21,069 in
2010 compared to $21,932 in 2009, a decrease of $863.

General and administrative expenses, which consist of fees paid for
legal, accounting, and auditing services, were incurred primarily to
enable Baynon to satisfy the requirements of a reporting company.
During the current and prior year, Baynon did not record an income tax
benefit due to the uncertainty associated with Baynon's ability to
merge with an operating company, which might permit Baynon to avail
itself of these advantages.

Recently Issued Accounting Standards
------------------------------------
Management does not believe that any other recently issued, but not yet
effective, accounting standard if currently adopted would have a
material effect on the accompanying financial statements.

Off Balance Sheet Arrangements
None.

Disclosure of Contractual Obligations
None.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Baynon's financial statements and associated notes are set forth
beginning on page 20.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.


ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
------------------------------------------------
We conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31,
2010.  The evaluation was conducted under the supervision and with the
participation of management, including our chief executive officer and

<PAGE>10

chief financial officer. Disclosure controls and procedures mean our
controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that we file or
submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
SEC rules and forms. Disclosure controls and procedures are also
designed to provide reasonable assurance that such information is
accumulated and communicated to our management, including the chief
executive officer, as appropriate to allow timely decisions regarding
required disclosure. Our evaluation of disclosure controls and
procedures includes an evaluation of some components of our internal
control over financial reporting, and internal control over financial
reporting is also separately evaluated on an annual basis for purposes
of providing the management report that is set forth below.

The evaluation of our disclosure controls and procedures included a
review of their objectives and design, our implementation of the
controls, and the effect of the controls on the information generated
for use in this Form 10-K. In the course of the controls evaluation, we
sought to identify any past instances of data errors, control problems
or acts of fraud and sought to confirm that appropriate corrective
actions, including process improvements, were being undertaken. This
evaluation is performed on a quarterly basis so that the conclusions of
management, including the chief executive officer and chief financial
officer, concerning the effectiveness of our disclosure controls and
procedures can be reported in our periodic reports.

Our chief executive officer and chief financial officer have concluded,
based on the evaluation of the effectiveness of the disclosure controls
and procedures by our management, that as of December 31, 2010, our
disclosure controls and procedures were not effective due to the
material weaknesses described in Management's Report on Internal
Control over Financial Reporting below.

Management's Report on Internal Control over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, a company's principal
executive and principal financial officers and effected by a company's
board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes
those policies and procedures that:

   -  Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and disposition of the
assets of the company;



<PAGE>11

   -  Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States, and
that receipts and expenditures of the registrant are being made only in
accordance with authorizations of management and directors of the
registrant; and

   -  Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
company's assets that could have a material effect on the financial
statements.

As required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, (chief executive officer and chief financial officer),
evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2010.  Management's assessment was based
on criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission in Internal Control - Integrated Framework.
Based upon management's assessment using the criteria contained in
COSO, and for the reasons discussed below, our management has concluded
that, as of December 31, 2010, our internal control over financial
reporting were ineffective due to the material weaknesses described
below.

   1) The registrant did not sufficiently segregate duties over
incompatible functions. The registrant's inability to sufficiently
segregate duties is due to a small number of personnel.

   2) In conjunction with the lack of segregation of duties, the
registrant did not institute specific anti-fraud controls. While
management found no evidence of fraudulent activity, certain
individuals have access to both accounting records and corporate
assets, principally the operating bank account.

Under the  rules promulgated by the US Securities and Exchange
Commission, the term "material weakness" means a deficiency, or a
combination of deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material
misstatement of the registrant's annual or interim financial statements
will not be prevented or detected on a timely basis.  A material
weakness in internal control over financial reporting does not imply
that a material misstatement of the financial statements has occurred,
but rather, that there is a reasonable possibility that a material
misstatement could occur.

Inherent Limitations over Internal Controls
-------------------------------------------
Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and disposition
of our assets; (ii) provide reasonable assurance that transactions are

<PAGE>12

recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with
authorizations of management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of assets that could have
a material effect on the financial statements.

Management, including our chief executive officer and chief accounting
officer, does not expect that our internal controls will prevent or
detect all errors and all fraud.  A control system, no matter how well
designed and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.  Further,
the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered
relative to their costs.  Because of the inherent limitations in all
control systems, no evaluation of internal controls can provide
absolute assurance that all control issues and instances of fraud, if
any, have been detected.  Also, any evaluation of the effectiveness of
controls in future periods are subject to the risk that those internal
controls may become inadequate because of changes in business
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Changes in Internal Control over Financial Reporting
There have not been any changes in the registrant's internal control
over financial reporting, as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act, during its fourth fiscal quarter
that have materially affected, or are reasonably likely to materially
affect its internal control over financial reporting.

ITEM 9B. Other Information
None.



<PAGE>13
                               PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS,
AND CORPORATE GOVERNANCE

(a) Identity of Officers and Directors

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

Name                 Age     Position and Offices Held   Director Since
----                 ---     -------------------------   --------------
Pasquale Catizone    70        President, Director          May 1988

Daniel Generelli     48        Secretary, Treasurer     October 1, 2001
                                    Director

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

Daniel Generelli.  Mr. Generelli has been Baynon's secretary,
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 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.

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

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



<PAGE>14

Current Blank Check Companies
-----------------------------
Daniel Generelli, an officer and director Baynon is an officer and
director of Creative Beauty Supply of New Jersey, a blank check
company.  Other than disclosed above, no directors or officers of
Baynon are presently officers, directors or shareholders in any blank
check companies except for Baynon.  However, one or both of the
officers/directors may, in the future, become involved with additional
blank check companies.

(b) Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely on review of the copies of such forms furnished to Baynon,
Baynon's two (2) directors did not file their reports on a timely
basis.

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

Corporate Governance
--------------------
We have no change in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs
are simple, any such committees are excessive and beyond the scope of
our business and needs.



<PAGE>15

ITEM 11.  EXECUTIVE COMPENSATION

To date, Baynon has not entered into employment agreements nor are any
contemplated.
<TABLE>
                         Annual Compensation                        Awards                 Payouts
                        -------------------                 ----------------------         --------

                  <c>     <c>       <c>       <c>       <c>           <c>            <c>         <c>
                                                Other
                                                Annual  Restricted    Secruties                   All Other
Name and                                        Compen-   Stock      Underlying         LTIP       Compen-
Position             Year  Salary($)  Bonus($)  sation($) Awards(#)  Options/SARs(#)  Payouts($)   sation($)
Pasquale Catizone    2010     ---      ---       ---        ---           ---            ---          ---
   President         2009     ---      ---       ---        ---           ---            ---          ---

Daniel Generelli     2010     ---      ---       ---        ---           ---            ---          ---
   Sec/Treas         2009     ---      ---       ---        ---           ---            ---          ---
</TABLE>

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

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

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

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

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

Board of Directors Compensation
-------------------------------
Members of the board of directors may receive an amount yet to be
determined annually for their participation and will be required to
attend a minimum of four meetings per fiscal year. To date, Baynon has
not paid any directors' fees or expenses.



<PAGE>16

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 23, 2011, certain
information regarding the ownership of the common stock by (i) each
person known by Baynon to be the beneficial owner of more than five
(5%) percent of Common Stock, (ii) each of Baynon's Directors and Named
Executive Officers, as such term is defined under Item 402(a)(3) of
Regulation S-K under the Securities Act, and (iii) all of Baynon's
Executive Officers and Directors as a group.  Beneficial ownership has
been determined in accordance with Rule 13d-3 under the Exchange Act.
Under Rule 13d-3 certain shares may be deemed to be beneficially owned
by more than one person (such as where persons share voting power or
investment power).  In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares
(for example, upon the exercise of an option) within sixty (60) days of
the date as of which the information is provided.  In computing the
ownership percentage of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as
shown in the following table does not necessarily reflect the person's
actual ownership or voting power at any particular date.

 Name and address                   Amount and Nature     Percentage of
Of Beneficial Owner               of Beneficial Ownership     Class

Pasquale Catizone(1)(3)(6)             11,924,815             42.11%
266 Cedar Street
Cedar Grove, NJ 07009

Daniel Generelli                           50,000               .19%
c/o Baynon International Corp.
 266 Cedar Street
Cedar Grove, NY 07009

All Executive Officers and
Directors as a Group                   11,974,815             46.31%
(consisting of two persons)


Other 5% shareholders
---------------------
Carmine Catizone (2)(3)                 6,070,000             23.47%
10 1.2 Walker Avenue
Morristown, NJ 07960

Robert L. Miller (4)                    3,750,000             14.50%
94 Anderson Avenue
Demarest, NJ 07627

Shawshank Holdings, Limited (5)         3,750,000             14.50%
94 Anderson Avenue
Demarest, NJ 07627



<PAGE>17

Robyn Conforth                          1,850,000              7.15%
266 Cedar Street
Cedar Grove, NJ 07009

(1) Includes an aggregate of 1,850,000 shares (18.73% of the class)
held of record by Robyn Conforth, Mr. Catizone's adult step daughter.
Mr. Catizone disclaims beneficial ownership of the shares of Baynon
owned by his adult daughter.
 (2) Includes: (a) an aggregate of 500,000 shares held in a custodial
account for the benefit of Carrie Catizone, Mr. Carmine Catizone's
adult daughter who does not reside with him; and (b) 500,000 shares
held in a custodial account for the benefit of Sherri Catizone, Mr.
Carmine Catizone's adult daughter who does not reside with him.  Mr.
Carmine Catizone served as an executive officer and director of Baynon
from May 1998 through October 1, 2001.
(3) Pasquale and Carmine Catizone are brothers.
(4) Robert L. Miller 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.
(6) Includes 2,120,000 shares which may be issued as satisfaction of a
note payable plus accrued interest upon request of the stockholder any
time before September 1, 2010.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Certain Relationships and Related Transactions
----------------------------------------------
On September 1, 2009, 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 not bears interest at 6% per annum, and
matured on September 1, 2010. The stockholder had the option to convert
the note and accrued interest into the Company's common stock at $.01
per share. On September 1, 2010, the note was extended (renewed) to
September 1, 2011, with the same terms as the original note. The option
expires on September 1, 2011.

On August 23, 2010, the Company issued an unsecured note payable to a
stockholder in exchange for $25,000 in cash, for the Company's working
capital needs. The note bears interest at 6% per annum, and matures on
August 23, 2011. 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 August 23, 2011.

Director Independence
---------------------
Creative NJ's board of directors consists of Pasquale Catizone and
Daniel Generelli. Neither of them is independent as such term is
defined by a national securities exchange or an inter-dealer quotation
system.



<PAGE>18

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
----------
The aggregate fees billed and estimated to be billed for the fiscal
years ended December 31, 2010 and 2009 for professional services
rendered by Rotenberg, Meril, Solomon, Bertiger & Guttilla, P.C. for
the audit of the registrant's annual financial statements and review of
the financial statements included in the registrant's Form 10-Q or
services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for the fiscal
years ended December 31, 2010 and 2009, were $15,600 and $15,600
respectively.

Audit related fees
------------------
The aggregate fees billed for the fiscal years ended December 31, 2010
and 2009 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.

Tax Fees
--------
We did not incur any aggregate tax fees and expenses from RMSB&G for
the 2010 and 2009 fiscal years for professional services rendered for
tax compliance, tax advice, and tax planning.

All Other Fees
--------------
We did not incur any other fees from RMSB&G for the 2010 and 2009
fiscal years.

The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2010 were approved
by the board of directors pursuant to its policies and procedures. We
intend to continue using RMSB&G solely for audit and audit-related
services, tax consultation and tax compliance services, and, as needed,
for due diligence in acquisitions.



<PAGE>19
                        PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) List of financial statements included in Part II hereof:
Report of Independent Registered Public Accounting Firm
Balance Sheet at December 31, 2010 and 2009
Statements of Operations for the years ended December 31, 2010 and 2009
Statement of Changes in Stockholders' Equity for the years ended
December 31, 2010 and 2009
Statements of Cash Flows for the years ended December 31, 2010 and 2009
Notes to Financial Statements

(a)(2) List of financial statement schedules included in Part IV
hereof:
None.

(a)(3) Exhibits
All of the following exhibits are incorporated by reference
  3.1             Certificate of Incorporation of Baynon, as
                  amended (filed with Baynon's Form 10-SB on
                  July 8, 1999, File No. 000-26653, and incorporated
                  herein by reference).
  3.2             Bylaws of Baynon, as amended (filed with the
                  Baynon's Form 10-SB on July 8, 1999, File No.
                  000-26653, and incorporated herein by reference).

The following exhibits are filed with this report
Exhibit 31       302 certifications
Exhibit 32       906 certifications


                         SIGNATURES

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

By: /s/ PASQUALE CATIZONE
    -------------------------------
    Pasquale Catizone,
    President
    (Principal Executive Officer)
    Dated: March 23, 2011

By: /s/ DANIEL GENERELLI
    -------------------------------
    Daniel Generelli
    Secretary, Treasurer
    (Principal Financial Officer, Principal Accounting Officer)
    Dated: March 23, 2010




 <PAGE>20

                        BAYNON INTERNATIONAL CORP.
                       INDEX TO FINANCIAL STATEMENTS

                                                                  Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            21
FINANCIAL STATEMENTS:
  Balance Sheets as of December 31, 2010 and 2009                  22
  Statements of Operations for the years ended                     23
     December 31, 2010 and 2009
  Statements of Stockholders' Deficiency for the years
  ended December 31, 2010 and 2009                                 24
  Statements of Cash Flows for the years ended December            25
     31, 2010 and 2009
  Notes to Financial Statements                                    26




<PAGE>21

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 (the "Company") as of December 31, 2010 and 2009 and the
related statements of operations and comprehensive loss, stockholders'
equity and cash flows for the years then ended. The financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over
financial reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
as of December 31, 2010 and 2009 and the results of its operations and
cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 2 to
the financial statements, the Company's recurring losses from
operations, stockholders deficiency and working capital deficiency, and
lack of revenue generating operations, raise substantial doubt about
the Company's ability to continue as a going concern.  Management's
plans concerning these matters are also described in Note 2.  The
accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

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

Saddle Brook, New Jersey
March 23, 2011



<PAGE>22
                       BAYNON INTERNATIONAL CORP.
                             BALANCE SHEETS
                      DECEMBER 31, 2010 AND 2009


                                               2010         2009
                                             ---------    ---------
                                   ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                  $   7,890    $   4,631
                                             ---------    ---------
TOTAL CURRENT ASSETS                             7,890        4,631
                                             ---------    ---------
TOTAL ASSETS                                 $   7,890    $   4,631
                                             =========    =========

            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses      $  14,049    $  14,746
  Convertible notes payable - stockholders      45,000       20,000
  Accrued interest - stockholder                 2,132          398
                                             ---------    ---------
TOTAL CURRENT LIABILITIES                       61,181       35,144
                                             ---------    ---------
TOTAL LIABILITIES                               61,181       35,144
                                             ---------    ---------

STOCKHOLDERS' DEFICIENCY:
  Common stock, par value $.001,
    authorized 50,000,000 shares, issued
    and outstanding 25,860,192 shares           25,860       25,860
      Additional paid-in capital               178,948      178,948
      Accumulated deficit                     (258,099)    (235,321)
                                             ---------    ---------
TOTAL STOCKHOLDERS' DEFICIENCY                 (53,291)     (30,513)
                                             ---------    ---------

TOTAL LIABILITIES AND
  STOCKHOLDERS' DEFICIENCY                   $   7,890    $   4,631
                                             =========    =========







             The accompanying notes are an integral part
                    of these financial statements



<PAGE>23
                   BAYNON INTERNATIONAL CORP.
                    STATEMENTS OF OPERATIONS
        FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

                                               2010          2009
                                             -----------  -----------
Revenues                                     $         -  $         -
Cost of revenue                                        -            -
                                             -----------  -----------
Gross Profit                                           -            -
                                             -----------  -----------
Other Costs:
  General and administrative expenses             21,069       21,932
                                             -----------  -----------
Total Other Costs                                 21,069       21,932
                                             -----------  -----------
Operating loss                                   (21,069)     (21,932)
                                             -----------  -----------
Other Income (Expense):
  Interest income                                     25           51
  Interest expense - stockholders                 (1,734)      (1,079)
                                             -----------  -----------
Total Other Income (Expense)                      (1,709)      (1,028)
                                             -----------  -----------
Net Loss                                     $   (22,778) $   (22,960)
                                             ===========  ===========

Earnings (loss) per share:
  Basic and diluted earnings
    per common share                         $         -  $         -
                                             ===========  ===========
Basic and diluted common shares outstanding   25,860,192   24,683,411
                                             ===========  ===========















               The accompanying notes are an integral part
                     of these financial statements



<PAGE>24
                   BAYNON INTERNATIONAL CORP.
             STATEMENTS OF STOCKHOLDERS' DEFICIENCY
         FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
<TABLE>
                              Common Stock
                             $.001 Par Value   Additional
                             ---------------
                               Number            Paid-In    Accumulated
                             of Shares  Amount   Capital      Deficit       Total
                            ---------- -------- ---------   -----------  ----------
 
                           <c>      <c>        <c>         <c>          <c>
Balance, December 31, 2008  23,272,692 $ 23,273 $ 155,660   $  (212,361) $  (33,428)

Issuance of common stock
  for repayment of debt      2,587,500    2,587    23,288             -      25,875

Net loss for the year                -        -         -       (22,960)    (22,960)
                            ---------- -------- ---------   -----------  ----------
Balance, December 31, 2009  25,860,192   25,860   178,948      (235,321)    (30,513)

Net loss for the year                -        -         -       (22,778)    (22,778)
                            ---------- -------- ---------   -----------  ----------
Balance, December 31, 2010  25,860,192 $ 25,860 $ 178,948   $  (258,099) $  (53,291)
                            ========== ======== =========   ===========  ==========
</TABLE>


























                The accompanying notes are an integral
                  part of these financial statements



<PAGE>25
                     BAYNON INTERNATIONAL CORP.
                      STATEMENTS OF CASH FLOWS
         FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

                                                 2010         2009
                                             -----------  -----------
Cash flows from Operating Activities:
  Net loss                                   $   (22,778) $   (22,960)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Accrued interest for common stock                -          875
      Decrease in accounts payable
        and accrued expenses                        (697)     (16,233)
  	Increase in accrued interest -
        stockholder                                1,734            -
                                             -----------  -----------

Net cash used in operating activities            (21,741)     (38,318)

Cash flows from Financing Activities:
  Proceeds from related party loan                25,000       20,000
                                             -----------  -----------

Increase (Decrease) in Cash and
  Cash Equivalents                                 3,259      (18,318)

Cash and Cash Equivalents, beginning of year       4,631       22,949
                                             -----------  -----------
Cash and Cash Equivalents, end of year       $     7,890  $     4,631
                                             ===========  ===========

Schedule of Non-cash Activities
  Common stock issued for note payables      $         -  $    25,000
                                             ===========  ===========
  Common stock issued for accrued interest   $         -  $       875
                                             ===========  ===========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
  Income taxes                               $       500  $       520
                                             ===========  ===========
  Interest                                   $         -  $         -
                                             ===========  ===========










               The accompanying notes are an integral
                 part of these financial statements

<PAGE>26
                     BAYNON INTERNATIONAL CORP.
                   NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2010 AND 2009

1. THE COMPANY

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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



<PAGE>27

Income Taxes
The Company utilizes the Financial Accounting Standards Board's
("FASB") Accounting Standards Codification ("ASC" 740 "Income Tax". ASC
740 requires the recognition of deferred tax assets and liabilities for
the expected future tax consequence of events that have been include 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 the tax bases of
assets and liabilities using enacting 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.

Earnings (Loss) Per Share
The Company computes earnings or loss per share in accordance with the
Financial Accounting Standards Board's Accounting Standard Codification
260 ("ASC 260"),"Earnings 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:

                                             2010           2009
                                        -------------    ------------
Convertible notes payable and accrued
    interest - stockholder                1,692,549         708,603

Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company's recurring
losses from operations, stockholders' deficiency, working capital
deficiency, and lack of revenue generating operations, raise
substantial doubt about the ability of the Company to continue as a
going concern.

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



<PAGE>28

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

Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts payable, notes payable and accrued expenses
approximate fair value based on the short-term maturity of these
instruments.

Recently Issued Accounting Standards
Management does not believe that any other recently issued, but not yet
effective, accounting standard if currently adopted would have a
material effect on the accompanying financial statements.

3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

On December 13, 2008, the Company issued an unsecured note payable to a
stockholder in exchange for $5,000 in cash, in order for the Company to
pay current invoices.  The note bored interest at 6% per annum and
matured on December 13, 2009.  The stockholder had the option to
convert the note and accrued interest into the Company's common stock
at $.01 per share.  The option was exercised on June 15, 2009 and
517,500 shares of common stock were issued in satisfaction of the note
and accrued interest.

On December 26, 2008, 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 bored interest at 6% per annum, and
matured on December 26, 2009. The stockholder had the option to convert
the note and accrued interest into the Company's common stock at $.01
per share. The option was exercised on June 15, 2009 and 2,070,000
shares of common stock were issued in satisfaction of the note and
accrued interest.

On September 1, 2009, 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 not bears interest at 6% per annum, and
matured on September 1, 2010. The stockholder had the option to convert
the note and accrued interest into the Company's common stock at $.01
per share. On September 1, 2010, the note was extended (renewed) to
September 1, 2011, with the same terms as the original note. The option
expires on September 1, 2011.

On August 23, 2010, the Company issued an unsecured note payable to a
stockholder in exchange for $25,000 in cash, for the Company's working
capital needs. The note bears interest at 6% per annum, and matures on
August 23, 2011. 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 August 23, 2011.



<PAGE>29

At December 31, 2010 and 2009, accrued interest on the notes was $2,132
and $398, respectively.  Interest expense amounted to $1,734 and $1,079
for the years ended December 31, 2010 and 2009, respectively.

4. COMMON STOCK

On June 15, 2009, the Board of Directors authorized the issuance of
2,587,500 shares of common stock in satisfaction of two notes payable
to stockholders in the amount of $25,000 plus accrued interest of $712.
See Note 3.

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


5. INCOME TAXES

The Company adopted the provisions of ASC Topic 740-10-05, "Accounting
for Uncertainty of Income Taxes" ("ASC 740") related to the accounting
for the uncertainty of income taxes. The ASC clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial
statements. The ASC prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. The ASC
provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition.
At December 31, 2010 and 2009, the Company had no material unrecognized
tax benefits.

The deferred income tax assets and liabilities at December 31, 2010 and
2009 relate to temporary differences between the financial statement
carrying amounts and their tax basis. Assets and liabilities that give
rise to significant portions of the net deferred tax assets and
liabilities relate to the following:

                                              2010           2009
                                         ------------    ------------

Net operating loss carry forwards        $     82,700    $     73,800
Less:  Valuation allowance                    (82,700)        (73,800)
                                         ------------    ------------
                                         $          -    $          -
                                         ============    ============

<PAGE>30

A 100% valuation allowance was provided at December 31, 2010 and 2009
as it is uncertain if the deferred tax assets would be utilized. The
increase in the valuation allowance was a result from the increase in
the Company's net operating loss carry forward.

At December 31, 2010, the Company has unused federal net operating loss
carry forwards of approximately $250,000 expiring between 2018 and 2030
and unused New Jersey net operating loss carry forwards of
approximately $191,100 expiring between 2011 and 2017.

The Company files federal and New Jersey income tax returns subject to
statutes of limitations. The 2007 through 2009 tax years generally
remain subject to examination by federal and New Jersey tax
authorities.


6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this
filing.