SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2002

                                       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 27, 2003
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.

As of March 27, 2003, the Registrant had 17,532,692 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None






                                        1

<PAGE>



                                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

<PAGE>




                                     PART I

         ITEM 1.           DESCRIPTION  OF  BUSINESS

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


                                        3

<PAGE>



         Possibilities for Business Opportunities and Combinations are Scarce,
and the Registrant Faces Competition from Other Entities.

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

         The Registrant has no Agreement for a Business Combination or Other
Transaction and the Registrant has not Set Any Objective Standards For a
Business Combination.

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

         Current Management Devotes Limited Time to the Registrant.

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

         Current Management have Interests in Businesses that May Compete with
the Registrant.

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





                                        4

<PAGE>



     The Registrant has no Market  Research or Marketing  Information  Regarding
the Availability of Merger Candidates.

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

     The Registrant Could Suffer from a Lack Of  Diversification in its Business
Activities.

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

     A  Business  Combination  Likely  Will  Result in a Change in  Control  and
Management.

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

     A Business  Combination  Likely Will Result in a  Reduction  Of  Percentage
Share Ownership.

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

     A  Business   Combination   Could  Result  in  Tax   Consequences  for  the
Registrant's Shareholders.

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

     The SEC's  Requirement  Of  Audited  Financial  Statements  May  Disqualify
Business Opportunities.

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





                                        5

<PAGE>



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.



                                     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.


                                        6

<PAGE>



     (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  Corforte,   a  non-affiliated
individual,  the  Registrant  sold an  aggregate  of  1,000,000  authorized  but
unissued  shares of its Common  Stock to Mr.  Corforte 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.

         In 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 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

Critical Accounting Policies and Estimates

         The following "Management's Discussion and Analysis of Financial
Condition and Results of Operations," as well as disclosures included elsewhere
in this Form 10-KSB, are based upon our audited consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingencies. On an on- going basis, we evaluate the estimates used, including
those related to impairments of tangible and intangible assets, income taxes,
accruals, and contingencies. We base our estimates on historical experience,
current conditions and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources as well as identifying and assessing our
accounting treatment with respect to commitments and contingencies. Actual
results may differ from these estimates under different assumptions or
conditions.

         (a)      Liquidity and Capital Resources

         At December 31, 2002, the Registrant had a cash balance of $59,400
which represents a $42,455 increase from the $16,945 balance at December 31,
2001. This increase was primarily the result of the cash received through two
proviate placements of common stock in 2002. The Registrant's working capital
position at December 31, 2002, was $49,924 as compared to a December 31, 2001
balance of $9,117.

         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, 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, 2002,  Compared
          to the Year Ended December 31, 2001

         The Registrant recorded a loss of $17,193 in the current year versus a
loss of $19,291 in the prior year. Interest income increased $1,002 to $2,295
primarily due to higher cash balances. General and administrative expenses were
$19,488 compared to $20,584 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.

                                        7

<PAGE>



     (c)  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 2001 versus a loss of
$18,962 in 2000. Interest income decreased $1,239 to $2,539 primarily due to
lower cash balances. General and administrative expenses were $20,584 in 2001
compared to $21,501 in 2000. 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.

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, 2002, the Registrant had
three (3) directors and two (2) officers as follows:

<TABLE>
<CAPTION>

Name (3)                               Age             Positions and Offices Held           Director Since
----                                                   --------------------------

<S>                                    <C>             <C>                                  <C>
Pasquale Catizone                      62              President, Director                  May 1998

Daniel Generelli                       39              Secretary, Treasurer,
                                                       Director                             October 1, 2001

Robert L. Miller                       46              Director                             March 12, 2002
</TABLE>




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

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

     Daniel  Generelli.  Mr.  Generelli  has  been the  Registrant's  Secretary,
Treasure,  Chief Financial Officer,  and a director since October 1, 2001. Since
February 1, 2002, Mr.  Generelli has been employed as a data base analyst in the
Totowa,  New Jersey  office of 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 1984, Mr. Mr. Generelli was employed as a distribution

                                        8

<PAGE>



supervisor  by  Tags  Beauty  Supply,  a  retail  and  wholesale  beauty  supply
distributor  in  Fairfield,  New Jersey.  Mr.  Generelli  received a bachelor of
Science degree in Business  Administration  from Ramapo College of New Jersey in
June 1984.

     Robert L. Miller.  Mr. Miller  joined the  Company's  Board of Directors on
March 12, 2002.  Since June 1995,  he has been  President of Trippoak  Advisors,
Inc., and President of The Trippoak Group, Inc. (since May 2002), where he has
worked as a consultant and private investor.  Since May 1999, he has also been
Chairman  of DM  Management,  LLC,  where he has  worked as an investment
advisor.  He is currently on the board of directors of PeopleView, Inc.
(formerly 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, 2002, 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 27, 2003, certain
information regarding the ownership of the Common Stock by (i) each person known
by the Registrant to be the beneficial owner of more than five (5%) percent of
Common Stock, (ii) each of the Registrant's Directors and Named Executive
Officers, as such term is defined under Item 402(a)(3) of Regulation S-K under
the Securities Act, and (iii) all of the Registrant's Executive Officers and
Directors as a group. Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under Rule 13d-3 certain shares may be
deemed to be beneficially owned by more than one person (such as where persons
share voting power or investment power). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon the exercise of an option) within sixty (60) days of the date
as of which the information is provided. In computing the ownership percentage
of any person, the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily reflect the
person's actual ownership or voting power at any particular date.




                                        9

<PAGE>





<TABLE>
<CAPTION>
                                                               Amount and
                                                               Nature of
Name and Address                                               Beneficial                    Percentage of
of Beneficial Owner                                            Ownership                         Class

<S>                                                           <C>                               <C>
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 Corforte
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%
</TABLE>


     (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.

     (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.

                                       10

<PAGE>



     (3) Pasquale and Carmine Catizone are brothers.

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

     (5) A New York corporation  controlled by or under common control of Robert
L. Miller, who on March 12, 2002, became a director of the Registrant.

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

Conflicts of Interest

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

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

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

                                       11

<PAGE>



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.

         Exhibit No.       Description of Exhibit

         99                Certifications of President and Treasurer Pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the last quarter of fiscal
2002.


ITEM 14.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer
and Treasurer have reviewed and evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and
15d-14(c)) as of a date within 90 days before the filing date of this quarterly
report. Based on that evaluation, they have concluded that our current
disclosure controls and procedures are effective in providing the material
information required to be disclosed in the reports we file or submit under the
Exchange Act.

                                       12

<PAGE>



Changes in Internal Controls. There have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date we carried out this evaluation.

                                   SIGNATURES

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


BAYNON INTERNATIONAL CORP.


By: /s/ Pasquale Catizone
    ---------------------------------------------------------------------
Pasquale Catizone, President
(Principal Executive Officer)
Dated: March 31, 2003

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



By: /s/ Pasquale Catizone
   ----------------------------------------------------------------------
Pasquale Catizone,
President
(Principal Executive Officer)
Dated: March 31, 2003



By: /s/ Daniel Generelli
    ---------------------------------------------------------------------
Daniel Generelli,
Secretary, Treasurer
(Principal Financial Officer)
Dated: March 31, 2003


By: /s/ Robert L. Miller
    ---------------------------------------------------------------------
Robert L. Miller
Director
Dated:   March 28, 2003





                                       13

<PAGE>



                                  CERTIFICATION

I, Pasquale Catizone, certify that:

1.   I have reviewed  this annual report on Form 10-KSB of Baynon  International
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material  fact  necessary to make the  statements  made,  in
     light of the  circumstances  under  which such  statements  were made,  not
     misleading with respect to the period covered by this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officers and I have disclosed,  base on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 31, 2003


/s/ Pasquale Catizone
-------------------------------------
Pasquale Catizone
President
(Principal Executive Officer)



                                       14

<PAGE>



                                  CERTIFICATION

I, Daniel Generelli, certify that:

1.   I have reviewed  this annual report on Form 10-KSB of Baynon  International
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material  fact  necessary to make the  statements  made,  in
     light of the  circumstances  under  which such  statements  were made,  not
     misleading with respect to the period covered by this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officers and I have disclosed,  base on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 31, 2003


/s/ Daniel Generelli
-------------------------------------
Daniel Generelli
Treasurer
(Principal Financial Officer)








                                       15

<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, 2002
and 2001, 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, 2002 and 2001, 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.








SAMUEL KLEIN AND COMPANY



Newark, New Jersey
March 5, 2003






<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                                 BALANCE SHEETS




<TABLE>
<CAPTION>
                                                                                                        December 31,
ASSETS                                                                                         2002                    2001
------                                                                                         ----                    ----

Current Assets:
<S>                                                                                        <C>                      <C>
  Cash and cash equivalents                                                                    $ 59,400                $ 16,945
                                                                                           -------------            ------------
        Total Current Assets                                                                     59,400                  16,945
                                                                                           -------------            ------------

Total Assets                                                                                   $ 59,400                $ 16,945
                                                                                           =============            ============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued
    expenses                                                                                    $ 9,476                 $ 7,828
                                                                                           -------------            ------------
        Total Current Liabilities                                                                 9,476                   7,828
                                                                                           -------------            ------------

Total Liabilities                                                                                 9,476                   7,828
                                                                                           -------------            ------------

Stockholders' Equity:
  Common stock, $.001 par value, 50,000,000 shares authorized, 17,532,692 and
    10,532,692 shares issued and outstanding at December 31, 2002
    and 2001, respectively                                                                       17,533                  10,533
  Additional paid-in capital                                                                    104,000                  53,000
  Retained earnings (deficit)                                                                   (71,609)                (54,416)
                                                                                           -------------            ------------
        Total Stockholders' Equity                                                               49,924                   9,117
                                                                                           -------------            ------------

Total Liabilities and Stockholders' Equity                                                     $ 59,400                $ 16,945
                                                                                           =============            ============
</TABLE>




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

<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                               For the Years Ended
                                                                                                   December 31,
                                                                                          2002                        2001
                                                                                          ----                        ----

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

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

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

Other Costs:
  General and administrative expenses                                                         19,488                     20,584
                                                                                     ----------------            ---------------
        Total Other Costs                                                                     19,488                     20,584

Other Income and Expense:
  Interest income                                                                              2,295                      1,293
                                                                                     ----------------            ---------------

Net Loss before Income Taxes                                                                 (17,193)                   (19,291)

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

Net Loss                                                                                   $ (17,193)                 $ (19,291)
                                                                                     ================            ===============


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

  Basic and diluted weighted average
    common shares outstanding                                                             16,860,470                 10,532,692
                                                                                     ================            ===============
</TABLE>





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

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

<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001





<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, 2001                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

Common Shares Issued in Private
  Placements                              7,000,000                  7,000           51,000          -                  58,000

Net Loss for the Year Ended
  December 31, 2002                         -                       -                -              (17,193)           (17,193)
                                     ---------------           ------------    -------------   -------------   ----------------

Balances, December 31, 2002              17,532,692                $17,533         $104,000        $(71,609)          $ 49,924
                                     ===============           ============    =============   =============   ================
</TABLE>







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

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


<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                            STATEMENTS OF CASH FLOWS





<TABLE>
<CAPTION>
                                                                                                   For the Years Ended
                                                                                                        December 31,
                                                                                               2002                     2001
                                                                                           -------------            -------------

Cash Flows from Operating Activities:
<S>                                                                                        <C>                      <C>
  Net loss                                                                                     $(17,193)                $(19,291)

  Adjustments to reconcile net loss to net cash used in operating activities:
      (Decrease) increase in accounts payable
        and accrued expenses                                                                      1,648                   (5,972)
                                                                                           -------------            -------------

          Net cash used in operating activities                                                 (15,545)                 (25,263)
                                                                                           -------------            -------------

Cash Flows from Investing Activities                                                             -                        -
                                                                                           -------------            -------------

Cash Flows from Financing Activities:
  Issuance of common stock                                                                       58,000                   -
                                                                                           -------------            -------------

        Net cash provided by financing
          activities                                                                             58,000                   -
                                                                                           -------------            -------------

Net Increase (Decrease) in Cash and Cash Equivalents                                             42,455                  (25,263)

Cash and Cash Equivalents, beginning of year                                                     16,945                   42,208
                                                                                           -------------            -------------

Cash and Cash Equivalents, end of year                                                         $ 59,400                 $ 16,945
                                                                                           =============            =============


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.



<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002







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.











<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Continued)





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

Earnings (Loss) Per Share

The Company computes earnings or loss per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). 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 include convertible debentures, stock options and warrants.

Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144).
SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." SFAS 144 requires that if
events or changes in circumstances indicate that the cost of long-lived assets
or asset groups may be impaired, an evaluation of recoverability would be
performed by comparing the estimated future undiscounted cash flows associated
with the asset to the asset's carrying value to determine if a write-down to
market value would be required. Long-lived assets or asset groups that meet the
criteria in SFAS 144 as being held for disposal by sale are reflected at the
lower of their carrying amount or fair market value, less costs to sell.

Comprehensive Income

The Company reports components of comprehensive income under the requirements of
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.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 addresses financial reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
retirement costs. The adoption of SFAS 143 is effective for fiscal years
beginning after June 15, 2002. The Company does not expect the adoption of SFAS
143 to have a significant impact on the Company's future financial position or
results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections."
SFAS 145 updates; clarifies and simplifies certain accounting pronouncements.
The adoption of SFAS 145 is effective in large part for transactions occurring
after May 15, 2002. SFAS 145 had no impact on the Company's financial position
or results of operations in the year ended December 31, 2002 and the Company
does not expect the adoption of SFAS 145 to have an impact on its future
financial position or results of operations.


<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Continued)





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

Recent Accounting Pronouncements (Continued)

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3. The adoption of SFAS 146 is effective
for exit or disposal activities initiated after December 31, 2002. The Company
does not expect the adoption of SFAS 146 to have a significant impact on its
future financial position or results of operations.


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 17,532,692 and 10,532,692
shares were issued and outstanding at December 31, 2002 and 2001, respectively.

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.

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. Pursuant to this agreement, the
President of this investor was appointed a director of the Company on March 12,
2002.