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

                                   FORM 10-KSB

                      [X] ANNUAL REPORT PURSUANT TO SECTION
                          13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2004
                                       Or
   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                         ACT OF 1934 ( NO FEE REQUIRED)

     For the transition period from __________________ to _________________

                           Commission File No. 0-4006

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

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

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

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

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

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

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

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

         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 14,
2005, was approximately $61,348.77. (1)

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

As of March 14, 2005, 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                                     3

Item 2.           Description of Property                                     6

Item 3.           Legal Proceedings                                           6

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

                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters    6

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

Item 7.           Financial Statements                                        8

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

Item 8A.          Controls and Procedures                                     8

                                                     PART III

Item 9.           Directors and Executive Officers, Promoters and
                  Control Persons; Compliance with Section 16(a) of
                  the Exchange Act                                            8

Item 10.          Executive Compensation                                      10

Item 11.          Security Ownership of Certain Beneficial Owners
                  and Management                                              10

Item 12.          Certain Relationships and Related Transactions              11

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

Item 14.          Principal Accountant Fees and Services                      13

Index to Financial Statements and Notes                                      F-1






                                        2

<PAGE>




                                     PART I

         ITEM 1.           DESCRIPTION  OF  BUSINESS

         Baynon International Corp. (formerly known as "Technology Associates
Corporation" and hereinafter referred to as the "Registrant"), was originally
incorporated on February 29, 1968, under the laws of the Commonwealth of
Massachusetts. On December 28, 1989, the Registrant reincorporated under the
laws of the State of Nevada. The Registrant was formerly engaged in the
technology marketing business. The Registrant has not engaged in any business
operations for at least the last 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. In January 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 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, 2004, the Registrant had a cash balance of $16,354,
which represents a $28,153 decrease from the $44,517 balance at December 31,
2003. This decrease was primarily the result of the cash used in operating
activities which were expenses incurred primarily to enable the Registrant to
satisfy the requirements of a reporting company. The Registrant's working
capital position at December 31, 2004 was $11,764 as compared to a December 31,
2003 balance of $37,412.

         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 and March 2002, the Registrant believes that it can satisfy its cash
requirements for at least the next twelve (12) months before it will need to
raise additional funds.




                                        7

<PAGE>



         (b)      Results of Operations for the Year Ended December 31, 2004,
                  Compared to the Year Ended December 31, 2003

         The Registrant incurred a loss of $25,648 in the current year versus a
loss of $12,512 in the prior year. Interest income decreased $580 to $316
primarily due to lower cash balances. General and administrative expenses were
$25,964 compared to $13,408 in the prior year, an increase of $12,556. General
and administrative expenses were incurred primarily to enable the Registrant to
satisfy the requirements of a reporting company. Such expenses were higher
primarily as a result of the Registrant filing a Form S-2 during the year ended
December 31, 2004.

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

         (c)      Results of Operations for the Year Ended December 31, 2003,
                  Compared to the Year Ended December 31, 2002

         The Registrant incurred a loss of $12,512 in 2003 versus a loss of
$17,193 in 2002. Interest income decreased $1,399 to $896 primarily due to lower
cash balances and lower interest rates. General and administrative expenses were
$13,408 compared to $19,488 in the prior year, a decrease of $6,080. General and
administrative expenses were incurred primarily to enable the Registrant to
satisfy the requirements of a reporting company. Such expenses were lower
primarily due to the absence in the year ended December 31, 2003 of expenses
related to private placements of securities.

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

ITEM 7.           FINANCIAL STATEMENTS

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

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

Resignation of Certifying Accountant

         On January 19, 2005, Samuel Klein and Company ("Samuel Klein") resigned
as the Company's independent public accountants.

         Samuel Klein's reports on the Company's financial statements for the
fiscal years ended December 31, 2003 and 2002 (the last fiscal year for which a
report was filed), did not contain an adverse opinion or a disclaimer of
opinion. There was no qualification or modification as to uncertainty, audit
scope or accounting principles. During the fiscal years ended December 31, 2002
and 2003, and the subsequent interim period preceding Samuel Klein's resignation
on January 19, 2005, there were no disagreements with Samuel Klein on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Samuel Klein, would have caused them to make a reference to the
subject matter of the disagreements in connection with its report. No
disagreements have arisen in the period since the date of Samuel Klein's
resignation.

         None of the reportable events described under Item 304(a)(1)(iv)(A) of
Regulation S-B occurred during the two most recent fiscal years or within the
interim period through the date of the Current Report filed on February 1, 2005.

         The Company has provided Samuel Klein with a copy of the foregoing
disclosures. A letter from Samuel Klein addressed to the Securities and Exchange
Commission pursuant to Regulation S-B, Item 304(a)(3) was included as Exhibit 16
to the Current Report on Form 8-K/A filed with the Commission on February 1,
2005.

         Prior to the resignation of Samuel Klein, the Company had not engaged a
new accountant either as the principal accountant to audit the Company's
financial statements or as the auditor of a significant subsidiary.



                                        8

<PAGE>



Engagement of New Certifying Accountant

         On January 21, 2005, the Company engaged Rotenberg, Meril, Solomon,
Bertiger & Gutilla, P.C. ("RMSB&G") as the Company's new certifying accountant.
The Company does not have an audit committee. The Company's Board of Directors
approved the appointment of RMSB&G.

         Prior to the Company's appointment of RMSB&G, the Company had no prior
relationship with RMSB&G or any of its members. The Company had not consulted
RMSB&G on any matters prior to the engagement of RMSB&G on January 21, 2005.

ITEM 8A.          CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures. The Company's chief
executive officer and chief financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934, Rules 13a-14(c) and 15-d-14(c)) as of a
date (the "Evaluation Date") as of December 31, 2004, have concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures were
adequate and designed to ensure that material information relating to the
Company and its subsidiaries would be made known to them by others within those
entities.

         Changes in Internal Controls. There were no significant changes in the
Company's internal controls, or, to the Company's knowledge, in other factors
that could significantly affect these controls subsequent to the Evaluation
Date.


                                    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, 2004, 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                      63              President, Director                  May 1998

Daniel Generelli                       40              Secretary, Treasurer,
                                                       Director                             October 1, 2001

Robert L. Miller                       47              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

                                        9

<PAGE>



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

     Robert L. Miller.  Mr. Miller  joined the  Company's  Board of Directors on
March 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  Auxilio,   Inc.   (formerly
ePerception,  Inc.), a reporting  company under the  Securities  Exchange Act of
1934.

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

Current Blank Check Companies

         Except for the Registrant, no directors or officers of the Registrant
are presently officers, directors or shareholders in any blank check companies.
However, one or both of the officers/directors may, in the future, become
involved with additional blank check companies.

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

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

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

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

ITEM 10.          EXECUTIVE COMPENSATION

         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 14, 2005, 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

                                       10

<PAGE>



shares may be deemed to be beneficially owned by more than one person (such as
where persons share voting power or investment power). In addition, shares are
deemed to be beneficially owned by a person if the person has the right to
acquire the shares (for example, upon the exercise of an option) within sixty
(60) days of the date as of which the information is provided. In computing the
ownership percentage of any person, the amount of shares outstanding is deemed
to include the amount of shares beneficially owned by such person (and only such
person) by reason of these acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in the following table does not
necessarily reflect the person's actual ownership or voting power at any
particular date.


<TABLE>
<CAPTION>

                                                               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                                          4,397,815                        25.08%

Carmine Catizone (2) (3)
10 1/2 Walker 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                                                11,397,815 (6)(7)                 65.01%
---------------------------------------------------- ------------------------------  -----------------------------
</TABLE>


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


                                       11

<PAGE>

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


(3) Pasquale and Carmine Catizone are brothers.

(4) Robert L. Miller was named to the Company's Board of Directors on March 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 Conforth resides in the same household as Mr. Pasquale
Catizone.

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

Conflicts of Interest

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

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

                                       12

<PAGE>



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

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

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

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

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

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

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


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits and Index Required.

         Exhibit No.       Description of Exhibit

         31                Certifications of President and Treasurer

         32                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
2004.



                                       13

<PAGE>



ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

         The aggregate fees billed for the fiscal years ended December 31, 2004
and 2003, for professional services rendered by Samuel Klein and Company, for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $5,455 and 5,705,
respectively.

         The aggregate fees billed for the fiscal year ended December 31, 2004,
for professional services rendered by Rotenberg, Meril, Solomon, Bertiger &
Gutilla, P.C. ("RMSB&G"), for the audit of the registrant's annual financial
statements and review of the financial statements included in the registrant's
Form 10-QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for the fiscal
year ended December 31, 2004, were $0.

(2) AUDIT-RELATED FEES

         The aggregate fees billed for the fiscal years ended December 31, 2004
and 2003, for assurance and related services by Samuel Klein and Company, that
are reasonably related to the performance of the audit or review of the
registrant's financial statements for those fiscal years were $0 and $0.

         The aggregate fees billed for the fiscal year ended December 31, 2004,
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.

(3) TAX FEES

         The aggregate fees billed for each of the fiscal years ended December
31, 2004 and 2003, for professional services rendered by Samuel Klein and
Company for tax compliance, tax advice, and tax planning, for those fiscal years
were $725 and $600, respectively. Services provided included preparation of the
federal and state tax returns for the corporation.

         The aggregate fees billed for each of the fiscal years ended December
31, 2004, for professional services rendered by RMSB&G for tax compliance, tax
advice, and tax planning, for that fiscal year were $0.

(4) ALL OTHER FEES

         The aggregate fees billed in each of the fiscal years ended December
31, 2004 and 2003, for products and services provided by Samuel Klein and
Company other than those services reported above, for those fiscal years were $0
and $0, respectively.

         The aggregate fees billed in each of the fiscal years ended December
31, 2004, for products and services provided by RMSB&G other than those services
reported above, for that fiscal year were $0.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

         Not applicable.

(6) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.

         Not applicable.

                                   SIGNATURES


                                       14

<PAGE>



         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 23, 2005

         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 23, 2005



By: /s/ Daniel Generelli
    --------------------
Daniel Generelli,
Secretary, Treasurer
(Principal Financial Officer)
Dated: March 23, 2005


By: /s/ Robert L. Miller
    --------------------
Robert L. Miller
Director
Dated:   March 23, 2005





                                       15

<PAGE>





                        BAYNON INTERNATIONAL CORPORATION

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003







<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                          INDEX TO FINANCIAL STATEMENTS



                                                                          Page


INDEPENDENT AUDITORS' REPORTS                                       F-1 and F-2

FINANCIAL STATEMENTS:

   Balance Sheets                                                        F-3

   Statements of Operations                                              F-4

   Statement of Changes in Stockholders' Equity                          F-5

   Statements of Cash Flows                                              F-6

   Notes to Financial Statements                                         F-7



<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholders of
Baynon International Corporation

We have audited the accompanying balance sheet of Baynon International
Corporation (formerly Technology Associates Corporation) (the "Company") as of
December 31, 2004, and the related statements of operations, changes in
stockholders' equity and cash flows for the year 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. The financial statements of the Company as of December 31, 2003 and
for the year then ended were audited by other auditors whose report dated March
4, 2004 expressed on unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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,
2004 and the results of its operations and cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.


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


Saddle Brook, New Jersey
March 8, 2005








                                       F-1






                         REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholders of
Baynon International Corporation

We have audited the accompanying balance sheet of Baynon International
Corporation (formerly Technology Associates Corporation) as of December 31,
2003, and the related statements of operations, stockholders' equity and cash
flows for the year 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 audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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, 2003 and the results of its operations and cash
flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.


                                      /s/ Samuel Klein and Company
                                       SAMUEL KLEIN AND COMPANY


Newark, New Jersey
March 4, 2004





                                       F-2



<PAGE>
          BAYNON INTERNATIONAL CORP.
          BALANCE SHEETS
          DECEMBER 31, 2004 AND 2003



<TABLE>
<CAPTION>
                                                             2004                  2003
                                                          ----------            ----------
              ASSETS

Current Assets:
<S>                                                       <C>                   <C>
Cash and cash equivalents                                 $  16,364             $  44,517
                                                          ----------            ----------

Total Current Assets                                         16,364                44,517
                                                          ----------              --------

Total Assets                                              $  16,364             $  44,517
                                                          ==========            ==========


           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses                     $   4,600             $   7,105
                                                          ----------            ----------

Total Current Liabilities                                     4,600                 7,105
                                                          ----------            ----------

Total Liabilities                                             4,600                 7,105
                                                          ----------            ----------

Stockholders' Equity:
Common stock, $.001 par value, 50,000,000 shares
authorized, 17,532,692 shares issued and
outstanding at December 31, 2004 and 2003                    17,533                17,533
Additional paid-in capital                                  104,000               104,000
Accumulated deficit                                        (109,769)              (84,121)
                                                          ----------            ----------

Total Stockholders' Equity                                   11,764                37,412
                                                          ----------            ----------

Total Liabilities and Stockholders' Equity                $  16,364             $  44,517
                                                          ==========            ==========
</TABLE>










      The accompanying notes are an integral part of these financial statements

                                      F-3

<PAGE>

                           BAYNON INTERNATIONAL CORP.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<TABLE>
<CAPTION>
                                                                2004                  2003
                                                                -----------            ----------

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

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

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

Other Costs:
     General and administrative expenses                            25,964                 13,408
                                                                -----------            ----------

Operating loss                                                     (25,964)               (13,408)

Other Income:
     Interest income                                                   316                    896
                                                                -----------            ----------

Net Loss                                                        $  (25,648)            $  (12,512)
                                                                ===========            ==========



Earnings (loss) per share:
Basic and diluted earnings (loss)
per share                                                       $     0.00             $     0.00
                                                                ===========            ==========

Basic and diluted weighted average
common shares outstanding                                       17,532,692             17,532,692
                                                                ===========            ==========
</TABLE>








    The accompanying notes are an integral part of these financial statements


                                       F-4
<PAGE>


                           BAYNON INTERNATIONAL CORP.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<TABLE>
<CAPTION>
                                                       Common Stock
                                                     $.001 Par Value
                                              -------------------------------
                                                                    Common         Additional
                                                     Number          Stock           Paid-in      Accumulated
                                                   of Shares        Amount          Capital        Deficit         Total
                                                  -----------      ---------       ----------     -----------     --------
<S>                                               <C>              <C>             <C>             <C>            <C>
Balance - January 1, 2003                          17,532,692      $  17,533       $  104,000      $ (71,609)     $ 49,924

Net loss for the year ended
  December 31, 2003                                        -              -                -         (12,512)      (12,512)
                                                  -----------      ---------       ----------     -----------     --------

Balance - December 31, 2003                        17,532,692         17,533          104,000        (84,121)       37,412

Net loss for the year ended
   December 31, 2004                                       -              -                -         (25,648)      (25,648)
                                                  -----------      ---------       ----------     -----------     --------

Balance - December 31, 2004                        17,532,692      $  17,533       $  104,000     $ (109,769)     $ 11,764
                                                  ===========      =========       ==========     ===========     ========
</TABLE>



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


                                       F-5

<PAGE>

                           BAYNON INTERNATIONAL CORP.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<TABLE>
<CAPTION>
                                                                            2004               2003
                                                                          ----------         ----------

Cash Flows from Operating Activities:
<S>                                                                       <C>                <C>
Net loss                                                                  $ (25,648)         $ (12,512)
Adjustments to reconcile net loss to net cash used
in operating activities:
Decrease in accounts payable                                                 (2,505)            (2,371)
                                                                          ----------         ----------

Net cash used in operating activities                                       (28,153)           (14,883)
                                                                          ----------         ----------

Cash Flows from Investing Activities                                             -                  -
                                                                                 --                 -

Cash Flows from Financing Activities                                             -                  -
                                                                                 --                 -

Net Decrease in Cash and Cash Equivalents                                   (28,153)           (14,883)

Cash and Cash Equivalents - beginning of year                                44,517             59,400
                                                                          ----------         ----------

Cash and Cash Equivalents - end of year                                   $  16,364           $ 44,517
                                                                          ==========         ==========



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


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


                                       F-6

<PAGE>
                           BAYNON INTERNATIONAL CORP.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



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 three years.

     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 Equivalents

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

     Use of Management's Estimates

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

     Income Taxes

     The Company utilizes Statement of Financial Accounting Standards No. 109,
     "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the
     recognition of deferred tax 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 assets and
     liabilities 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
     exp[ected to reverse. Valuation allowances are established when necessary
     to reduce deferred tax assets to the amount expected to be realized.


                                       F-7


<PAGE>


                           BAYNON INTERNATIONAL CORP.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



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 diluted common equivalent shares outstanding, which includes
     convertible debentures, stock options and warrants.

     Recently Issued Accounting Standards

     In December 2003, the Financial Accounting Standards Board ("FASB") issued
     a revised Interpretation No. 46, "Consolidation of Variable Interest
     Entities - An Interpretation of ARB No. 51," which provides guidance on the
     identification of and reporting for variable interest entities for
     consideration in determining whether a variable interest entity should be
     consolidated. Interpretation No. 46, as revised, is effective for the
     Company in the third quarter of fiscal 2004. The adoption of Interpretation
     No. 46 had no impact on the Company's results of operations for the year
     ended December 31, 2004, or its financial condition at that date, nor is it
     expected to have a significant impact in the future.

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment,"
     which replaces SFAS 123, "Accounting for Stock-Based Compensation" ("SFAS
     No. 123"), and supersedes Accounting Principles Board Opinion No. 25,
     "Accounting for Stock Issued to Employees" ("APB No. 25"). SFAS 123(R)
     requires companies to recognize in their income statement the grant-date
     fair value of stock options and other equity-based compensation issued to
     employees. This SFAS is effective for most public companies for interim and
     annual reporting periods beginning after June 15, 2005. Grant-date fair
     value will be determined using one of two acceptable valuation models. This
     Standard requires that compensation expense for most equity-based awards be
     recognized over the requisite service period, usually the vesting period;
     while compensation expense for liability-based awards (those usually
     settled in cash rather than stock) be re-measured to fair-value at each
     balance sheet date until the award is settled. The Standard also provides
     guidance as to the accounting treatment for income taxes related to such
     compensation costs, as well as transition issues related to adopting the
     new Standard. The adoption of SFAS No. 123(R) had no impact on the
     Company's results of operations for the year ended December 31, 2004, or
     its financial condition at that date, nor is it expected to have a
     significant impact in the future.

     In December 2004, the FASB issued SFAS No. 153, "Exchange of Non-monetary
     Assets an amendment of APB Opinion No. 29." This Statement precludes
     companies from using the "similar productive assets" criteria to account
     for non-monetary exchanges at book value with no gain or loss being
     recognized. Effective for fiscal periods beginning after June 15, 2005, all
     companies will be required to use fair value for most non-monetary
     exchanges, recognizing gain or loss, if the transaction meets commercial,
     substance criteria. The Company does not expect this Standard to have a
     significant impact on its current financial statements.


                                       F-8


<PAGE>


                           BAYNON INTERNATIONAL CORP.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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

     Recently Issued Accounting Standards (Continued)

     In November 2004, the FASB issued Statement No. 151, "Inventory Costs, an
     amendment of ARB 43, Chapter 4" ("SFAS 151"), to clarify the accounting for
     abnormal amounts of idle facility expense, freight, handling costs, and
     wasted materials (spoilage). ARB 43 allowed some of these "abnormal costs"
     to be carried as inventory, whereas the new Standard requires that these
     costs be expensed as incurred. This Statement is effective for fiscal years
     beginning after June 15, 2005. The Company does not expect this Standard to
     have a significant impact on its current financial statements.

     In December 2004, the FASB issued FSP FAS 109-1, "Application of FASB
     Statement No. 109, "Accounting for Income Taxes," to the "Tax Deduction on
     Qualified Production Activities Provided by the American Jobs Creation Act
     of 2004" to provide accounting guidance on the appropriate treatment of tax
     benefits generated by the enactment of the Act. The FSP requires that the
     manufacturer's deduction be treated as a special deduction in accordance
     with SFAS 109 and not as a tax rate reduction. The Company is awaiting
     final tax regulations from the IRS before completing its assessment of the
     impact of adopting FSP FAS 109-1 on its current financial statements.

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 shares were
     issued and outstanding at December 31, 2004 and 2003.

     Holders of shares of common stock are entitled to one vote for each share
     on all matters to be voted on by the stockholders. Holders of common stock
     do not have cumulative voting rights. Holders of common stock are entitled
     to share ratably in dividends, if any, as may be declared from time to time
     by the Board of Directors in its discretion from funds legally available
     therefore. In the event of 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 conversions or redemption rights or sinking fund
     provisions with respect to the common stock.

3. INCOME TAXES

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

                                                 2004              2003
                                              ----------        ----------
         Net operating loss carryforwards     $  30,600         $  28,300
         Less:  Valuation allowance             (30,600)          (28,300)
                                              ----------        ----------

                                              $       -         $       -
                                              ==========        ==========

                                       F-9



<PAGE>


                           BAYNON INTERNATIONAL CORP.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



      3. INCOME TAXES (Continued)

A 100%  valuation  allowance was provided at December 31, 2004 and 2003 as it is
uncertain if the above item would be utilized.

At  December  31,  2004,  the  Company has unused  federal  net  operating  loss
carryforwards  of  approximately  $106,000  expiring  between  2018 and 2024 and
unused New Jersey net operating loss  carryforwards  of  approximately  $104,000
expiring between 2005 and 2013.











                                      F-10