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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
        For  the  fiscal  year  ended  January  31,  2003
                                    ------------------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  000-49995
                               ---------

                               BAYMONT CORPORATION
                               -------------------
             (Exact name of Registrant as specified in its charter)

     NEVADA                                 71-0867612
----------------                            ----------
(State  or  other  jurisdiction  of         (I.R.S.  Employer
incorporation  or  organization)            Identification  Number)

4734  SOUTH  GOLF  COURSE  DRIVE
BLAINE,  WASHINGTON                         98230
-------------------                         -----
(Address  of principal executive offices)   (Zip Code)

Registrant's  telephone  number,
 including  area  code:                     (360)  371-3995
                                            ---------------

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

Securities  registered pursuant to Section 12 (g) of the Act: 100,000,000 SHARES
OF  COMMON  STOCK

Check  whether  the  issuer  (l)  has  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.
[ X ] Yes [  ]  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 or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

Revenues  for  fiscal  year  ended  January  31,  2003  were  $NIL

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the  last reported sale price of such stock as of January 31,
2003  is:  $171,143.

The  number of shares of the issuer's Common Stock outstanding as of January 31,
2003  is  8,985,713.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]   No [X ]


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                                     PART I
                                     ------

ITEM  1.     DESCRIPTION  OF  BUSINESS

IN  GENERAL

We were incorporated on December 21, 2001 under the laws of the state of Nevada.

We  are  an exploration stage company engaged in the acquisition and exploration
of  mineral  properties.  We own a 75% undivided interest in four mineral claims
that  we  refer  to  as  the  Bor  mineral claims.  Further exploration of these
mineral  claims  is  required before a final determination as to their viability
can  be  made.  No  commercially viable mineral deposit may exist on our mineral
claims.  Our plan of operations is to carry out exploration work on these claims
in order to ascertain whether they possess deposits of copper or silver.  We can
provide  no  assurance  to  investors  that our mineral claims contain a mineral
deposit  until  appropriate  exploratory work is done and an evaluation based on
that  work  concludes  further  work  programs  are justified.  At this time, we
definitely  have no reserves on our mineral claims.  We do not have any plans in
the foreseeable future to engage in a reverse merger or otherwise change or plan
of  business.  We  are  not  aware of any circumstances at this time which would
make  us  change  our  plan  of  business.

ACQUISITION  OF  THE  BOR  MINERAL  CLAIMS

Through  our wholly-owned subsidiary, we purchased a 75% undivided interest in a
group  of  mineral  claims  known  as  the BOR Claims, being four mineral claims
covering a total area of 247 acres located in the Omineca Mining Division of the
Province  of  British  Columbia,  Canada on December 28, 2001.  The interest was
purchased  from  Lorne  B.  Warren of Smithers, British Columbia, the beneficial
owner  of  the  claims,  for  US$2,500.

JOINT  VENTURE  AGREEMENT

We have also entered into a joint venture agreement dated December 28, 2001 with
Mr.  Warren to govern operation of the Bor claims.  Under the terms of the Joint
Venture  Agreement,  we will be responsible for the first $12,000 of exploration
expenditures  on  the property.  As originally agreed upon, this expenditure was
due  on  or  before  December  31, 2002.  However, due to inclement weather, the
parties  amended  the Joint Venture Agreement on December 17, 2002 to extend the
date  for  payment  to  June  30,  2003.   Following this first expenditure, the
parties  will  be  responsible  to  pay  their  proportionate  shares  of future
exploration  programs.

Under the terms of the exploration joint venture agreement with Lorne Warren, we
have  agreed  to use our best efforts to explore the Bor mineral claims with the
goal of eventually putting the property into commercial production should both a
feasibility  report  recommending  commercial  productions  be  obtained  and  a
decision  to  commence  commercial  production  be made.  The feasibility report
refers  to  a detailed written report of the results of a comprehensive study on
the  economic  feasibility  of placing the property or a portion of the property
into commercial production.  Both parties under the terms agree to associate and
participate  in  a  single  purpose  joint  venture  to  carry  out the project.
Beneficial  ownership  of the property remains in each party's proportion to its
respective  interest.  Also,  costs are to be met by each party in proportion to
its  interest.  It is possible that results may be positive from the exploration
program  but  not  sufficiently  positive  to warrant proceeding at a

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particular  point in time. World prices for minerals may dictate not proceeding;
in  addition, the atmosphere for financing mineral exploration ventures may have
an  impact.

The  feasibility  report  must  be  suitable  for  presentation  to arm's length
institutional  lenders considering project financing, showing the feasibility of
placing  any part of the mineral claims into commercial production as a mine and
must  include  a reasonable assessment of the various categories of ore reserves
and  their amenability to metallurgical treatment, a complete description of the
work,  equipment  and  supplies required to bring that part of the property into
commercial  production  and  the  estimated  cost.  It  must  also  include  a
description  of  the  mining methods to be employed and a financial appraisal of
the  proposed  operations.  This  bankable  feasibility  study  will  result  in
increased  costs  to  us  and  a  delayed  timetable for our planned exploration
activities  while  the  study  is  conducted.

The first $12,000 of exploration expenditures made by us will not be included in
the  calculation  of our proportionate share of the initial program or any other
program.  The  interest  of  each  party  may  be  reduced and the other party's
interest  increased  by  an  amount equal to share of the exploration costs they
were obligated to pay.  If the interest of either us or Mr. Warren is reduced to
less than 15%, then that party will be deemed to have assigned their interest to
the  other party, and their sole remuneration and benefit from the joint venture
agreement  will  be  a  5%  net proceeds of production royalty.   The respective
interests of each party could be increased or decreased from time to time if any
or all of the following events occur: (1) a party fails to pay its proportionate
share of the costs; (2) a party elects not to participate in the program; and/or
(3) a party elects to pay less than its proportionate share of the costs for the
program.  If  these terms operate to cause a party's interest in the property to
be reduced to 15% or less, that party will assign and convey its interest to the
other party and will receive a royalty equal to 5% of net proceeds of production
royalty, subject to certain adjustments, payable within 60 days after the end of
each  calendar quarter, as and when any net proceeds of production are available
for  distribution.

The  joint venture will terminate if one party acquires both a 100% interest and
a 100% interest in the net proceeds of production.  This is a standard provision
in many joint venture agreements.  Its purpose is to allow parties to sell their
interest  to  each  other, thereby causing one party to own both a 100% interest
and a 100% interest in the net proceeds of production.  If a party is diluted to
the  point of a 5% royalty interest, they may sell their royalty interest to the
other  party  thus  terminating  the  venture.

The  joint  venture  agreement  provides  for Mr. Warren to initially act as the
operator  of  the joint venture program.  Mr. Warren has carried out prospecting
and  placer  mining  on  his  own  behalf  since 1963.  Since 1967, Mr. Warren's
employers  and clients have included Mastadon Highland Bell Mines, Phelps Dodge,
Native  Mines,  Manex Mines, Bema, Grandby Mining Corp. from 1971 to 1979, Angel
Jade  Mines,  Rubicon  Mines  and  Asarco  Ltd.  In addition to prospecting, Mr.
Warren  is  currently  president and manager of CJL Enterprises Ltd. and Kengold
Mines  Ltd.,  providing  exploration  services to various clients and developing
in-house  projects.  As  compensation for head office overhead expenses that he,
or  subsequent  operators, may incur as operator, the joint venture will pay the
operator  an  amount  equal  to:

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     (1)     with  respect  to  programs:
          a.   2%  for  each  individual  contract  which  expressly includes an
               overhead  charge  by  the  party  contracted;
          b.   5%  for each individual contract which exceeds $50,000 and is not
               subject  to  clause  (1)  a,  above.
          c.   10%  of  all other costs not included in clauses (1) a and (1) b,
               above.
     (2)  with  respect  to  construction:  1%  of  all  other  such  costs;
     (3)  subsequent  to  the completion date: 3.5 % of all operating costs. The
          completion  date  is the date approved by the management committee and
          on  which  commercial  production  begins.

To  summarize,  the  above  pay schedule results in the operator receiving a fee
ranging  from  1%  to  10%.  The exact percentage depends upon the nature of the
agreement  with  contractors  on  the  property  and  the  work  to  be  done.

The  operator has the full right, power and authority to do everything necessary
or  desirable to carry out a program and the project and to determine the manner
of  exploration  of  the  property.  A  management  committee  consisting of one
representative  of  each party will oversee the operator and manage or supervise
the  management  of  the  business  and  affairs  of  the  joint  venture.  Each
representative  may  cast  that  number  of  votes that is equal to that party's
interest; simple majority prevails and the management committee's decisions made
in  accordance with the joint venture agreement are binding on all parties.  The
joint  venture agreement contemplates that the agreement will stay in effect for
so  long  as  any part of the property or project is held in accordance with the
agreement,  unless  earlier  terminated  by  agreement  of  all  parties.

DESCRIPTION  AND  LOCATION  OF  THE  BOR  MINERAL  CLAIMS

The  property  comprises  four  mineral  claims  with a total area of 247 acres,
located  77  miles  S.W.  of  Fort  St. James, British Columbia.  The claims are
located  1.5 miles north of Tchentlo Lake, 77 miles by road from Fort St. James,
British  Columbia,  Map  No.  93N/3E. The claims are accessible by logging road.
The claims were selected because they contained a relatively new find owned by a
well  known  prospector,  Lorne  Warren, who had worked for our president Mr. De
Lucrezia  on  other  mineral projuects.  Mr. De Lucrezia obtained information on
the  area  from  the  British  Columbia  Department  of  Mines  and  Geological
Consultants and Mr. De Lucrezia believed the timing was opportune to obtain this
property  at  the  price  paid.  Mr.  De  Lucrezia does not need to stake claims
himself  since  a contractor may serve as his agent in British Columbia, Canada.

The  Bor  mineral  claims  were  recorded with the Ministry of Energy and Mines,
Province  of  British  Columbia,  Canada  under  the  following  names and claim
numbers:

     Name  of  Mineral  Claim    Grant  Number        Expiry  Date
     ------------------------    -------------        ------------

     BOR5                        372948               October  21,  2003
     BOR6                        372949               October  21,  2003
     BOR7                        372958               October  21,  2003
     BOR8                        372959               October  21,  2003


                                       4

<PAGE>


Title  to  the  property's  mineral claims was held in the name of Mr. Warren in
trust  for the parties in proportion to their respective interests as stipulated
under  the  joint  venture  agreement,  section  19.01.  The Province of British
Columbia  owns  the  land covered by the mineral claims.  Baymont's interest was
formally  recorded  on  May  17,  2002  and  no  trust exists any longer. To our
knowledge,  there  are  no native land claims that might affect our title to the
mineral  claims  or  to  British  Columbia's title of the property.  There is no
viable  way  for  us to determine what claims, if any, certain aboriginal groups
may  make.  The  Government  of  British  Columbia  has adopted a policy that no
private  property  rights  will  be  expropriated  to  settle  native  claims.

Our  mineral  claims  will  expire  on the dates indicated above unless they are
extended.  Sufficient  work  has  already  been  completed  on  the  property to
maintain the claims in good standing without paying a filing fee to the Province
of  British  Columbia in lieu of completing exploration work.  Mineral claims of
this  type  may  be  extended  either by completing sufficient work and filing a
report  on  the work completed on the mineral property with the British Columbia
Ministry  of  Energy  and Mines, or by paying a filing fee in lieu of performing
the  exploration work.  The fee amount is approximately $100 per claim, per year
in  the  first  three  years, and $200 per claim, per year afterwards, up to ten
years.

Mr.  Warren recorded these claims to cover the main area of potential copper and
silver mineralization.   Mr. Warren is the legal owner of the mineral claims but
Mr.  Warren  and  Baymont Exploration Inc., our wholly-owned subsidiary, are the
beneficial  owners of title to the mineral claims, and no other person or entity
has  any interest in the mineral claims.  A bill of sale was executed on May 16,
2002  and  filed  on  May  17,  2002  with the Minerals Title Branch, Energy and
Minerals  Division,  Ministry  of Employment and Investment, British Columbia to
have  our  interest  in  these mineral claims legally recognized in the title to
these  claims.

Based  on  our  completion  of  phase  one,  we  have  already  conducted enough
exploration  to extend our mineral claims well beyond the current expiry date of
October  21,  2003.

GEOLOGICAL  REPORT

We  engaged  Mr. John R. Poloni to prepare a geological evaluation report on the
Bor  mineral  claims.   Mr.  Poloni  is  a  consulting  geologist and registered
professional  engineer  in  the  Geological  Section  of  the  Association  of
Professional  Engineers of the Province of British Columbia, Canada.  Mr. Poloni
is  also  a  member  of  the  Canadian  Institute  of Mining and Metallurgy.  He
graduated  from  McGill  University  of  Montreal, Canada with a B.Sc. Degree in
Geology  in  1964.  Mr.  Poloni  has  practiced  his  profession  since  1964.

The work completed by Mr. Poloni in preparing the geological report consisted of
the  review of geological data from previous exploration.  This data acquisition
involved the research and investigation of historic files to locate and retrieve
data  information  acquired by previous exploration companies in the area of the
mineral  claims.  The  work  involved  in  this data acquisition includes report
reproduction  and  compilation  of  preexisting  information.

We  received  the geological evaluation report on the mineral claims prepared by
Mr.  Poloni on January 20, 2002.  This report is entitled "Summary Report on the
Bor  Mining  Property  For


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Baymont  Exploration  Inc."  The geological report summarizes the results of the
history of the exploration of the mineral claims, the regional and local geology
of  the  mineral  claims  and  the  mineralization and the geological formations
identified  as  a  result  of  the prior exploration. The geological report also
gives  conclusions  regarding potential mineralization of the mineral claims and
recommends  a  further  geological  exploration  program  on the mineral claims.

Phase one exploration work was conducted on the property by Lorne Warren and his
crew from January 28, 2002 to February 10, 2002.  Six rock samples were analyzed
which  confirmed  the  presence  of  copper, silver and minor gold.  Preliminary
results  from  MMI,  or  mobile  metal  ion, soil sample geochemical survey were
deemed  very low by Mr. Warren and show MMI technology will not be a useful tool
on these mineral claims.  Rather, conventional soil geochemistry is indicated as
a  more  efficacious  and  cost-effective method.  Mobile Metal Ion is a process
used  to  measure the mobile ions of metals from mineralization which have moved
towards  the  surface  and  are loosely attached to soil particles, which can be
sampled  easily.

The  electromagnetic  receiver, or EM, geophysical survey conducted detected two
significant  conductors  which  could potentially represent bounding fault/shear
structures  next  to  the known zone.  Bounding fault/shear structures refers to
structures bordered by faults or shears, which are breaks in the continuity of a
body  of  rock  or  of  a vein, with dislocation along the plane or fracture.  A
conductor is a body or volume of rock that is more susceptible, or more visible,
to  electric  and or electromagnetic currents.  An electromagnetic receiver is a
tool that enables geologists to locate conductors, which can be precious metals.
Geologists  utilize  an  EM  Grid  to  facilitate surveys.  The grid divides the
surface  into  measured  zones  making  surveying  more systematic and easier to
record  results.

Mr.  Warren recommended further work be conducted.  This phase two will increase
the size of the target area size and evaluate the potential for a large porphyry
copper  deposit  on  the  claim  by  expanding  the  old soil sample lines using
conventional  techniques to analyze the samples and extending the EM grid at the
same  time.  A  porphyry  copper  deposit  is  a  deposit of disseminated copper
minerals  in  or  around  a  large  body  of  intrusive  rock.

On March 1, 2002, Mr. Poloni, our consulting geologist, completed his review the
phase one work results on our Bor mineral claims as prepared by Mr. Warren.  Mr.
Poloni  concurred  that the results were favorable and he recommended we proceed
to  the  next  phase  of  our  exploration  program.

EXPLORATION  HISTORY  OF  THE  MINERAL  CLAIMS

The  history  of  the  exploration  of  the  mineral claims is summarized in the
summary geological report that we obtained from Mr. Poloni.  The general area of
the  mineral  claims  was originally investigated in 1970.  This was a follow-up
based  on  interesting  finds of copper soil geochem anomalies located near what
are  now  the  Bor  Mining Claims.  Geochem anomalies are any departure from the
norm  of soil, rock or silt which may indicate the presence of mineralization in
the  underlying  bedrock.  The  property  is  owned  by  the Province of British
Columbia.

The  following summary of the exploration history of the mineral claims is based
on  Mr.  Poloni's  description  in  the  summary  report.


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1.   The earliest activities in the area of the mineral claims began in the 1970
     after  copper  soil  geochem  anomalies  were  located  nearby;

2.   In  1981,  Placer  Development  Ltd.  conducted  further  soil sampling and
     geophysics  near,  but  not  on,  the  mineral  claims;

3.   In the fall of 1999, chalcopyrite, iron pyrite and magnetite mineralization
     were  discovered  by  loggers  excavating  a  rock pit at 20.5 km, or 12.74
     miles,  on  a  road  named  the  "T-road".

We  acquired the property in December 2001 from Lorne B. Warren.  Mr. Warren had
acquired  the  property  by  staking  claims  over  the  area  in  October 2000.

GEOLOGY  OF  THE  MINERAL  CLAIMS

The  Bor  mineral  claims  occur  in a region near the southern end of the South
Hogem  Batholith.  A  batholith  is  a  large  body  of igneous rock, bounded by
irregular,  cross-cutting  surfaces  or  fault  plates  and  believed  to  have
crystallized  at a considerable depth below the earth's surface. The South Hogem
Batholith is a complex, triple-phase, composite calc - alkaline to alkalic group
of  plutons.  Triple  phase  means  three different intrusive events in the same
area  from  the  same  source.  These plutons, which are rocks of igneous origin
that were formed at great depths, have ages that span from the Lower Jurassic to
the Lower Cretaceous periods.  Igneous rocks or those rocks that solidified from
molten  or  partially  molten material, i.e., from a magma.  They intrude coeval
(contemporaneous)  volcanic and sedimentary rocks named the Takia Group, meaning
a  million  years  old,  which are bounded immediately on the west by the Pinchi
fault  and  45  miles  east  by  the  Manson  Fault.  This  Graben  Structure is
tectonically  more  commonly  referred  to  as  the Quesnel Trough.  It includes
intrusive  volcanic  and  sedimentary rocks.  A Gaben is an elongate, relatively
depressed  crustal unit or block that is bounded by faults on its long sides. It
is  a  structural  form that may or may not be geomorphologically expressed as a
rift  valley.

The  land comprising the Bor mineral claims has been interpreted to be underlain
by  the  Hogem  Batholith.  The  gabbros  are  coarse-grained,  dark green rock,
consisting  principally  of  orthoclase, augite and magnetite.  The synodiorites
are generally green, medium to coarse-grained, highly magnetic rocks composed of
quartz,  k-feldspar,  plagioclase  feldspar,  horneblend,  biotite, chlorite and
magnetite.  Both  rock types are mineralized by pyrite ranging from trace to 5%.

In  the Bor pit, the open fractures on the margins of the breccia fragments have
been filled with chalcopyrite, magnetite, and pyrite in masses up to two feet in
diameter.  Very  little alteration minerals occur with the mineralization.  This
indicates  late  stage solutions.  No significant chalcopyrite occurs in the top
7.0 feet of the pit exposure, which may explain why no copper mineralization was
found during surface prospecting of the Bor pit area.  An unusual environment is
indicated based on poor copper soil geochemical values over a significant copper
showing  at  this  location.

Phase  one  tested  for  covered  copper  and  silver  mineralization.  An
electromagnetic  receiver,  or E.M., was used on three test lines on strike from
the Bor showing and two test lines of mobile metal ion, or MMI, soil geochemical
surveys.  These  tests  were  used  to  ascertain  if  the  exposed  mineral  is
recognized  by  these  methods and continues on trend under cover.  Rock samples
were  also


                                       7

<PAGE>


examined.  These  samples  will  be  used  to  confirm  or deny the presence and
quantity  of  copper  or  silver  mineralization.

RECOMMENDATIONS  OF  GEOLOGICAL  REPORTS

In  his  summary geological report, Mr. Poloni recommended the completion of two
phases  of  a  geological  work program on the Bor mineral claims, targeting the
southern  end of the South Hogem Batholith, subject to the results of phase one.
On  March 1, 2002, Mr. Poloni completed his review of the phase one work results
and  recommended  our  proceeding  to  phase  two.

As phase one is now complete, phase two is the next action to be accomplished in
our  business  plan.  The  second phase of the recommended exploration program's
primary  purpose  will  be  to build upon and extend the work conducted in phase
one.  Phase  two  will  increase  the  size  of the target area and evaluate the
potential for a large porphyry copper deposit on the claim, by expanding the old
soil sample lines using conventional techniques to analyze the samples extending
the  EM  grid  at  the  same  time.

The  budget  for  the  first  phase  of  the  work  program  was  as  follows:

     Mob  and  Demobilization                              $   400
     Vehicle  and  Snowmobile  Rental                      $   400
     Room  and  Board,  2  men  @  $75/day  x  4  days     $   600
     Labor,  2  men  at  $250/day  x  4  days              $ 2,000
     Rock  Sample  Assays  x  4                            $    50
     Mobile  Metal  Ion  Soil  Analysis  x  8              $   250
     Electromagnetic  16  Rend  and  Field  Supplies       $   100
     Supervision  and  Support                             $   300
                                                          ---------
     Total  Phase  One                                     $ 4,100
                                                          =========

The  cost  for the second phase of the exploration program is projected to be as
follows:


1.     Phase  2  -  Total  Phase  Two  Budget              $ 7,800
                                                          =========


Our  working capital position as of April 30, 2002 was $59,059 and as of January
31,  2003 was $30,228.  Accordingly, we will not require additional financing in
order  to complete phase two of this exploration program but any additional work
recommended  after  completion  of  the  second  phase  may  require  additional
financing.  We expect to start phase two shortly and complete this phase by June
30,  2003.  No  additional  work  beyond  phase  two  is  planned  at this time.

The  geological review and interpretations required in phases one and two of the
exploration program have been and will continue to be comprised of reviewing the
data  acquired and analyzing this data to assess the potential mineralization of
the mineral claims. Geological review entails the geological study of an area to
determine  the  geological characteristics, identification of rock types and any


                                       8

<PAGE>


obvious  indications  of  mineralization.  The  purpose  of  undertaking  the
geological  review  is  to  determine  if  there  is  sufficient  indication  of
mineralization  to  warrant  additional  exploration.   Positive results at each
stage  of  the  exploration program would be required to justify continuing with
the  next  phase.  Such positive results would include the identification of the
zones  of mineralization.  As mentioned, positive results have been achieved for
the  phase  one  work  program  and  the  commencement  of  work on phase two is
considered  justified.

CURRENT  STATE  OF  EXPLORATION

Our  mineral  claims  presently  do not have any mineral reserves.  The property
that  is  the  subject to our mineral claims is undeveloped and does not contain
any  open-pit  or  underground  mines.  There  is  no  mining plant or equipment
located  on  the  property that is the subject of the mineral claim.  Currently,
there  is  no  power  supply  to  the  mineral  claim.

We have only recently commenced exploration of the mineral claim and exploration
is  currently  in  the  preliminary  stages.  Our planned exploration program is
exploratory  in  nature  and  no  mineral  reserves  may  ever  be  found.

GEOLOGICAL  EXPLORATION  PROGRAM

We accepted the recommendations of the summary report dated January 20, 2002 and
have  now  completed  phase one of the geological exploration program.  Based on
the  recommendation  of  our geologist, we have decided to proceed to phase two.
We  expect  to start phase two shortly and complete this phase by June 30, 2003.
A  decision on proceeding beyond the planned phase two will be made by assessing
whether  the  results  of  phase  two were sufficiently positive to enable us to
obtain  the  financing we will need for us to continue through additional phases
of  the  exploration program.  This assessment will include an assessment of the
market  for  financing  of  mineral  exploration  projects  at  the  time of our
assessment  and an evaluation of our cash reserves after the completion of stage
two.  The  decision  whether  or  not  to  proceed  will  be  based  on  the
recommendations  of  our  geological consultant.  The decision of the consultant
whether  or  not  to  recommend proceeding will be based on a myriad of factors,
including  his  subjective  judgment and will depend primarily on the results of
the  immediately  preceding phase.  It is impossible to quantify in advance what
will  be  sufficiently  positive.

We  do  not  currently  have any plans for a Phase three because Phase three, if
recommended  by our geologist, will depend upon the results of Phase two.  Costs
will  depend  on  recommendations,  which  cannot  be  made  until  Phase two is
completed.

COMPETITION

The  mineral  exploration  industry,  in general, is intensively competitive and
even  if  commercial  quantities  of  ore are discovered, a ready market may not
exist  for  sale  of  same.  Numerous  factors beyond our control may affect the
marketability  of  any  substances  discovered.  These  factors  include  market
fluctuations,  the  proximity  and  capacity  of  natural  resource  markets and
processing  equipment, government regulations, including regulations relating to
prices,  taxes,  royalties,  land  tenure,  land use, importing and exporting of
minerals and environmental protection.  The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result our not
receiving  an  adequate  return  on  invested  capital.


                                       9

<PAGE>



COMPLIANCE  WITH  GOVERNMENT  REGULATION

We  have  incorporated a British Columbia subsidiary, Baymont Explorations Inc.,
to  avoid the need to incorporate extra-provincially.  Baymont Explorations Inc.
is  a  wholly-owned  subsidiary  of  Baymont Corporation.  All activities on the
mineral  claim  will  be  conducted  through  this  subsidiary.

We  will  be  required  to  comply with all regulations, rules and directives of
governmental  authorities and agencies applicable to the exploration of minerals
in  the  Province  of  British  Columbia.  The  main  agency  that  governs  the
exploration  of  minerals  in  the  Province of British Columbia, Canada, is the
Ministry  of  Energy  and  Mines.

The  Ministry  of Energy and Mines manages the development of British Columbia's
mineral  resources,  and  implements  policies  and  programs  respecting  their
development  while  protecting  the  environment.  In  addition,  the  Ministry
regulates  and  inspects  the  exploration  and mineral production industries in
British  Columbia  to  protect  workers,  the  public  and  the  environment.

The material legislation applicable to Baymont and its subsidiary is the Mineral
Tenure  Act, administered by the Mineral Titles Branch of the Ministry of Energy
and Mines, and the Mines Act, as well as the Health, Safety and Reclamation Code
and  the  Mineral  Exploration  Code.

The Mineral Tenure Act and its regulations govern the procedures involved in the
location,  recording  and  maintenance  of  mineral and placer titles in British
Columbia.  The  Mineral  Tenure  Act  also governs the issuance of mining leases
which  are  long  term entitlements to minerals, designed as production tenures.
The  Mineral  Tenure  Act  does  not apply to minerals held by crown grant or by
freehold  tenure.

All  mineral  exploration  activities  carried  out on a mineral claim or mining
lease  in  British Columbia must be in compliance with the Mines Act.  The Mines
Act  applies  to  all  mines  during  exploration,  development,  construction,
production, closure, reclamation and abandonment.  It outlines the powers of the
Chief Inspector of Mines, to inspect mines, the procedures for obtaining permits
to commence work in, on or about a mine and other procedures to be observed at a
mine.  Additionally,  the  provisions of the Health, Safety and Reclamation Code
for  mines  in  British  Columbia contain standards for employment, occupational
health  and  safety,  accident  investigation, work place conditions, protective
equipment,  training  programs,  and  site  supervision.  Also,  the  Mineral
Exploration  Code  contains  standards  for  exploration  activities  including
construction  and maintenance, site preparation, drilling, trenching and work in
and  about  a  water  body.

Additional  approvals  and  authorizations may be required from other government
agencies,  depending  upon  the  nature  and  scope  of the proposed exploration
program.  If  the  exploration  activities  require  the falling of timber, then
either  a  Free Use Permit or a License to Cut must be issued by the Ministry of
Forests.  Items  such  as  waster  and  waste approvals may be required from the
Ministry  of Environment, Lands and Parks if the proposed exploration activities
are  significantly  large  enough  to  warrant  them.

We  have completed phase one of the work program including a review of phase one
and  recommendations  from  the  geologist.  The  first  phase consisted of grid
layout and placement of two soil geochemistry lines with eight test sample sites
for  Mobile  Metal  Ion,  or  MMI,  and rock



                                       10

<PAGE>


sampling  to  confirm  the presence of copper or silver mineralization and three
test  electromagnetic,  or  E.M.,  lines  at 1,500 yards. Phase two will include
additional  follow-up  on  the  electromagnetic test lines. It will also include
conventional  soil  geochemistry,  further  sampling  and  geology.

We  have  not  budgeted  for  regulatory  compliance  costs in the proposed work
program  recommended  by  the  geological report.  British Columbia law requires
that a holder of title to mineral claims must spend at least CDN$100 per mineral
claim  unit  per  year  in order to keep the property in good standing, which we
have  done.  We  will  also  have  to  sustain  the  cost  of  reclamation  and
environmental remediation for all exploration work undertaken.  Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its  original  state  as  possible.  Other potential pollution or damage must be
cleaned-up  and renewed along standard guidelines outlined in the usual permits.
Reclamation  is the process of bringing the land back to its natural state after
completion  of  exploration activities.  Environmental remediation refers to the
physical  activity  of  taking  steps to remediate, or remedy, any environmental
damage caused.  The amount of these costs is not known at this time as we do not
know  the  extent  of  the  exploration  program  that will be undertaken beyond
completion  of  the  recommended  work  program.  Because  there is presently no
information  on  the  size, tenor, or quality of any resource or reserve at this
time,  it  is  impossible  to  assess  the impact of any capital expenditures on
earnings,  our  competitive  position  or us in the event a potentially economic
deposit  is  discovered.

Prior  to  undertaking  mineral exploration activities, we must make application
under  the  British Columbia Mines Act for a permit, if we anticipate disturbing
land.  A  permit  is  issued  within  45  days  of  a  complete and satisfactory
application.  We  do  not  anticipate any difficulties in obtaining a permit, if
needed.

EMPLOYEES

We  have  no employees as of the date of this report other than Mr. De Lucrezia,
our  sole  officer.

We  conduct  our  business  largely  through  agreements  with  consultants  and
arms-length  third  parties.

RESEARCH  AND  DEVELOPMENT  EXPENDITURES

We  have  not  incurred  any  research  or  development  expenditures  since our
incorporation.

SUBSIDIARIES

We  have  incorporated  a  wholly-owned  British  Columbia  subsidiary,  Baymont
Explorations Inc.  All activities on the mineral claim will be conducted through
this  subsidiary.

PATENTS  AND  TRADEMARKS

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.


                                       11

<PAGE>



RISKS  RELATED  TO  OUR  FINANCIAL  CONDITION  AND  BUSINESS  MODEL

BECAUSE OUR SOLE EXECUTIVE OFFICER DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE
TECHNICALITIES  OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL
FAIL

Mr.  De  Lucrezia,  our  sole executive officer and sole director, does not have
formal  training  as  a geologist or in the technical aspects of management of a
mineral  exploration  company.  Our  management  lacks  technical  training  and
experience  with  exploring for, starting, and operating a mine.  With no direct
training  or experience in these areas, our management may not be fully aware of
the  specific  requirements  related  to  working  within  this  industry.  Our
management's  decisions  and  choices  may  not  take  into  account  standard
engineering or managerial approaches mineral exploration companies commonly use.
Consequently,  our  operations,  earnings,  and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.

IF  WE  DO  NOT  OBTAIN  ADDITIONAL  FINANCING,  OUR  BUSINESS  WILL  FAIL

Our  current operating funds are less than necessary to complete the exploration
of the mineral claims, and therefore we will need to obtain additional financing
in  order to complete our business plan.  As of January 31, 2003, we had cash in


the  amount  of $30,868.  We currently do not have any operations and we have no
income.  Our business plan calls for significant expenses in connection with the
exploration  of our mineral claims.  While we have sufficient funds to carry out
phase  two  of the recommended exploration program on the Bor mineral claims, we
will  require  additional  financing  in  order  to  complete  any  subsequent
recommended  exploration program.   We will also require additional financing if
the  costs  of  the exploration of our 75% owned mineral claims are greater than
anticipated.  We  will  require  additional  financing  to  sustain our business
operations  if  we  are not successful in earning revenues.  We currently do not
have  any  arrangements for financing and we may not be able to obtain financing
when  required.  Obtaining  additional financing would be subject to a number of
factors,  including  the  market  prices for the mineral property and silver and
copper.  These  factors  may  make  the  timing,  amount, terms or conditions of
additional  financing  unavailable  to  us.

BECAUSE  WE  HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH RISK OF
BUSINESS  FAILURE  DUE  TO  OUR INABILITY TO PREDICT THE SUCCESS OF OUR BUSINESS

We  have just begun the initial stages of exploration of our mineral claims, and
thus  have no way to evaluate the likelihood that we will be able to operate the
business  successfully.  We  were  incorporated on December 21, 2001 and to date
have  been  involved  primarily in organizational activities, the acquisition of
the  mineral  claims  and  obtaining  a summary geological report on our mineral
claims.  We  have  not  earned  any  revenues  as  of  the  date of this report.

BECAUSE  OF  THE  UNIQUE  DIFFICULTIES  AND  UNCERTAINTIES  INHERENT  IN MINERAL
EXPLORATION  AND  THE  MINING  BUSINESS, WE FACE A HIGH RISK OF BUSINESS FAILURE

Potential  investors should be aware of the difficulties normally encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.  The  likelihood  of  success  must  be  considered in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of  the  mineral  properties that we plan to
undertake.


                                       12

<PAGE>


These potential problems include, but are not limited to, unanticipated problems
relating  to  exploration,  and  additional  costs  and expenses that may exceed
current  estimates.

BECAUSE  WE ANTICIPATE OUR OPERATING EXPENSES WILL INCREASE PRIOR TO OUR EARNING
REVENUES,  WE  MAY  NEVER  ACHIEVE  PROFITABILITY

Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant losses into the foreseeable future.  We recognize
that  if  we are unable to generate significant revenues from the exploration of


our  mineral claims, we will not be able to earn profits or continue operations.
There  is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will  generate any operating revenues or ever achieve profitable operations.  If
we  are  unsuccessful  in  addressing these risks, our business will most likely
fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, THERE IS
SUBSTANTIAL  RISK  THAT NO MINERAL DEPOSITS WILL BE FOUND AND THIS BUSINESS WILL
FAIL

The  search for valuable minerals as a business is extremely risky.  Exploration
for  minerals  is  a speculative venture necessarily involving substantial risk.
The  expenditures  to be made by us in the exploration of the mineral claims may
not  result  in  the discovery of mineral deposits.  Problems such as unusual or
unexpected  formations  and other conditions are involved in mineral exploration
and  often  result in unsuccessful exploration efforts. In such a case, we would
be  unable  to  complete  our  business  plan.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT  WE  MAY  INCUR  LIABILITY  OR  DAMAGES  AS  WE  CONDUCT  OUR  BUSINESS

The search for valuable minerals involves numerous hazards.  As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  The  payment of such liabilities may have a material adverse effect
on  our  financial  position.

BECAUSE  ACCESS TO OUR MINERAL CLAIMS MAY BE RESTRICTED BY INCLEMENT WEATHER, WE
MAY  BE  DELAYED  IN  OUR  EXPLORATION

Access  to  the bor mineral claim may be restricted through some of the year due
To  weather  in  the  area.  As  a  result,  any  attempt to test or explore the
Property  is  largely limited to the times when weather permits such activities.
These limitations can result in significant delays in exploration efforts.  Such
Delays  can  have  a  significant  negative effect on our results of operations.

The  property  comprises  four  mineral  claims  with a total area of 247 acres,
located  77  miles  S.W.  of  Fort  St.  James,  British  Columbia.  This  is an
essentially  undeveloped area in the central part of British Columbia.  The area
consists of many mountains and lakes with heavy forestation.  An unpaved logging
road  is  the  only  access.  Winters are often severe with rain, freezing rain,
wind, and snow common between November and March, making the logging road unsafe
for  travel.

                                       13

<PAGE>



BECAUSE  OUR  PRESIDENT  HAS  ONLY AGREED TO PROVIDE HIS SERVICES ON A PART-TIME
BASIS,  HE  MAY  NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO
OUR  BUSINESS  OPERATIONS,  CAUSING  OUR  BUSINESS  TO  FAIL

Mr.  De  Lucrezia,  our president, provides his management services to number of
companies.  Because  we are in the early stages of our business, Mr. De Lucrezia
will  not  be  spending  a  significant  amount  of time to our business. Mr. De
Lucrezia  expects  to  expend  approximately six hours per week on our business.
Later,  if  the demands of our business require the full business time of Mr. De
Lucrezia,  he  is  prepared  to  adjust his timetable to devote more time to our
business.  However,  it  still  may  not  be possible for Mr. Lucrezia to devote
sufficient  time  to  the  management  of  our  business,  as  and  when needed,
especially  if  the  demands  of  Mr.  De  Lucrezia's  other interests increase.
Competing demands on Mr. De Lucrezia's time may lead to a divergence between his
interests  and  the  interests  of  other  shareholders.

RISKS  RELATED  TO  LEGAL  UNCERTAINTY  AND  REGULATIONS

AS  WE  UNDERTAKE  EXPLORATION  OF  OUR  MINERAL  CLAIMS,  WE WILL BE SUBJECT TO
COMPLIANCE  WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF
OUR  EXPLORATION  PROGRAM

There  are  several  governmental  regulations  that materially restrict mineral
exploration.  We will be subject to the laws of the Province of British Columbia
as  we  carry  out  our  exploration program.  We may be required to obtain work
permits, post bonds and perform remediation work for any physical disturbance to
the  land  in  order  to  comply with these laws.  While our planned exploration
program  budgets for regulatory compliance, there is a risk that new regulations
could  increase  our  costs  of  doing business and prevent us from carrying out
exploration  program.


ITEM  2.     DESCRIPTION  OF  PROPERTIES

We  have  a 75% undivided interest in the Bor mineral claims.  We do not own any
property  other  than  our  interest  in the Bor mineral claims.  We rent shared
office  space  at  4734 South Golf Course Drive, Blaine, Washington at a cost of
$125  per  month with a move-in fee of $200.  This rental is on a month-to-month
basis  without  a  formal  contract.


ITEM  3.     LEGAL  PROCEEDINGS

We  are  not  currently  a  party  to  any  legal  proceedings.

Our  agent for service of process in Nevada is Michael A. Cane, 2300 West Sahara
Avenue,  Suite  500,  Box  18,  Las  Vegas,  Nevada  89102.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were submitted to our security holders for a vote during the fiscal
year  ended  January  31,  2003.



                                       14

<PAGE>



                                     PART II
                                     -------

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

MARKET  INFORMATION

There  is presently no public market for our common stock.  We anticipate making
an  application  for  quotation of our common stock on the NASD over the counter
bulletin  board.  However,  we  can provide no assurance that our shares will be
quoted  on  the  bulletin  board  or,  if  quoted,  that  a  public  market will
materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices  in  connection  with  transactions  in penny stocks. Penny stocks are
generally  equity  securities  with  a  price  of  less  than  $5.00, other than
securities  registered on certain national securities exchanges or quoted on the
Nasdaq  system,  provided that current price and volume information with respect
to  transactions  in such securities is provided by the exchange or system.  The
penny  stock  rules  require  a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules,  deliver  a standardized risk
disclosure  document  prepared  by  the  Commission,  which:  (a)  contains  a
description  of  the  nature and level of risk in the market for penny stocks in
both  public  offerings and secondary trading; (b) contains a description of the
broker's  or  dealer's  duties  to  the  customer and of the rights and remedies
available  to  the  customer with respect to a violation to such duties or other
requirements  of  Securities'  laws;  (c)  contains  a  brief,  clear, narrative
description  of  a  dealer market, including bid and ask prices for penny stocks
and  significance  of  the spread between the bid and ask price;  (d) contains a
toll-free  telephone  number  for inquiries on disciplinary actions; (e) defines
significant  terms  in  the  disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form as the
Commission  shall  require  by  rule or regulation.  The broker-dealer also must
provide,  prior to effecting any transaction in a penny stock, the customer: (a)
with  bid  and offer quotations for the penny stock; (b) the compensation of the
broker-dealer  and  its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) monthly account
statements  showing  the market value of each penny stock held in the customer's
account.  In addition, the penny stock rules require that prior to a transaction
in  a  penny stock not otherwise exempt from those rules; the broker-dealer must
make  a  special  written  determination  that  the  penny  stock  is a suitable
investment  for the purchaser and receive the purchaser's written acknowledgment
of  the  receipt  of  a  risk  disclosure  statement,  a  written  agreement  to
transactions  involving  penny  stocks, and a signed and dated copy of a written
suitably  statement.

These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the  secondary market for our stock if it becomes subject to these
penny  stock  rules. Therefore, if our common stock becomes subject to the penny
stock  rules,  stockholders  may  have  difficulty  selling  those  securities.


                                       15

<PAGE>



HOLDERS  OF  OUR  COMMON  STOCK

As  of  the  date  of  this  annual  report,  we  had  forty-one (41) registered
shareholders.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

We did not complete any unregistered sales of our common stock during our fiscal
year  ended
January  31,  2003.

DIVIDENDS

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
prevent  us from declaring dividends.   The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

1.   We  would  not  be  able  to  pay our debts as they become due in the usual
     course  of  business;  or

2.   Our  total  assets would be less than the sum of our total liabilities plus
     the  amount  that would be needed to satisfy the rights of shareholders who
     have  preferential  rights  superior  to  those receiving the distribution.

We  have  not declared any dividends and we do not plan to declare any dividends
in  the  foreseeable  future.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS  AND  PLAN  OF  OPERATIONS

PLAN  OF  OPERATIONS

Our business plan is to proceed with the exploration of the Cinema Group mineral
claim  to  determine whether there are commercially exploitable reserves of gold
and  silver  or other metals.  We have decided to continue with phase two of the
exploration  program  recommended as a result of the findings of the first phase
of our exploration program.  Phase two of the recommended geological exploration
program  will  cost approximately $8,000.  We had $30,868 in cash reserves as of
January  31, 2003.  Accordingly, we are able to proceed through phase two of the
exploration  program  without  additional  financing.

We  expect  to start phase two shortly and complete this phase by June 30, 2003.
Once  we  receive results from the phase two exploration program, we will assess
whether  to  proceed  to  any  further  exploration  phases.  In  making  this
determination, we will make an assessment as to whether the results of phase two
are  sufficiently  positive  to  enable  us to obtain the financing necessary to
proceed.

During  our exploration stage, our president will only be devoting approximately
five hours per week of his time to our business.  We do not foresee this limited
involvement  as  negatively impacting our company over the next twelve months as
all  exploratory  work is being performed by outside


                                       16

<PAGE>


consultants.  Additionally,  we  will not have a need to hire any employees over
the  next  twelve months; nor do we plan to make any purchases of equipment over
the  next  twelve months due to reliance upon outside consultants to provide all
tools  needed  for  the  exploratory  work  being  conducted.

RESULTS  OF  OPERATIONS  FOR  FISCAL  YEAR  ENDED  JANUARY  31,  2003

We  did not earn any revenues during the fiscal year ended January 31, 2003.  We
do  not  anticipate  earning  revenues  until  such time as we have entered into
commercial  production  of  our  mineral  properties.  We  are  presently in the
exploration  stage  of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or  if  such  resources  are  discovered,  that  we  will  enter into commercial
production  of  our  mineral  properties.

We  incurred  expenses in the amount of $65,343 for the period from inception on
December  21, 2001 to January 31, 2003. These expenses included: (a) payments of
$6,924  in  connection  with  acquisition  and  exploration  of the Cinema Group
mineral  claim; (b) office related fees in the amount of $1,058; (c) rent in the
amount  of  $785;  (d)  professional fees in the amount of $53,216 in connection
with  our  corporate  organization  and  registration  process with the SEC; (e)
transfer  agent  fees  in  the  amount of $1,360; and (f) consulting fees in the
amount  of  $2,000.

We  incurred  a  loss  in the amount of $65,343 for the period from inception of
December  21,  2001  to January 31, 2003.  For the fiscal year ended January 31,
2003  only,  we  incurred  a loss of $54,598.  Our loss for this fiscal year was
attributable  to  operating  expenses,  professional  fees,  consulting fees and
administrative  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had cash of $30,868 as of January 31, 2003. We anticipate that we will incur
through  the  end  of  our  fiscal  year:

*    $7,800  in  connection  with  the  completion  of  the  second phase of our
     recommended  geological  work  program;

*    $10,000  for  operating  expenses,  including  working capital and general,
     legal,  accounting  and  administrative  expenses associated with reporting
     requirements  under  the  Securities  Exchange  Act  of  1934.

We have sufficient cash reserves to complete the second phase of our exploration
program  and  meet  our  cash  requirements  through the end of our fiscal year.
Further  exploration  studies,  however,  may  require additional funding in the
event  that  our  current  cash  on hand is insufficient for any additional work
proposed.  In  the event that we shall require additional funding, we anticipate
that  such  funding will be in the form of equity financing from the sale of our
common  stock.  However,  we cannot provide investors with any assurance that we
will  be  able  to raise sufficient funding from the sale of our common stock to
fund  additional phases of the exploration program, should we decide to proceed.
We  believe  that  debt  financing  will  not  be an alternative for funding any
further  phases in our exploration program.  The risky nature of this enterprise
and  lack  of tangible assets places debt


                                       17

<PAGE>

financing  beyond  the  credit-worthiness  required  by  most  banks  or typical
investors  of  corporate debt until such time as an economically viable mine can
be  demonstrated. We do not have any arrangements in place for any future equity
financing.

FORWARD  LOOKING  STATEMENTS

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties, there are a number of factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.


ITEM  7.     FINANCIAL  STATEMENTS

Index  to  Financial  Statements:

1.   Auditors'  Report;

2.   Audited  Financial  Statements  for  the  year  ended  January  31,  2003,
     including:

     a.   Balance  Sheets  as  at  January  31,  2003  and  2002;

     b.   Statements of Loss and Deficit for the year ended January 31, 2003 and
          for  the  period  from  inception  on December 21, 2001 to January 31,
          2002;

     c.   Statements  of Cash Flows for the years ended January 31, 2003 and for
          the  period  from  inception on December 21, 2001 to January 31, 2002;

     d.   Statements  of  Stockholders'  Equity  for the years ended January 31,
          2003 and for the period from inception on December 21, 2001 to January
          31,  2002;

     e.   Notes  to  Financial  Statements.


                                       18
<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)

<PAGE>

                                                           MORGAN
                                                           & COMPANY
                                                           CHARTERED ACCOUNTANTS



                          INDEPENDENT AUDITORS' REPORT




To  the  Directors
Baymont  Corporation
(An  exploration  stage  company)


We  have  audited  the  consolidated  balance  sheets of Baymont Corporation (an
exploration stage company) as at January 31, 2003 and 2002, and the consolidated
statements  of  loss  and deficit accumulated during the exploration stage, cash
flows,  and  stockholders'  equity  for the year ended January 31, 2003, for the
period  from  inception,  December  21,  2001,  to January 31, 2002, and for the
period  from  inception,  December  21,  2001,  to  January  31,  2003.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to obtain reasonable assurance whether the consolidated financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts and disclosures in the consolidated 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, these consolidated financial statements present fairly, in all
material  respects, the financial position of the Company as at January 31, 2003
and  2002,  and  the results of its operations and cash flows for the year ended
January  31,  2003, for the period from inception, December 21, 2001, to January
31,  2002,  and for the period from inception, December 21, 2001, to January 31,
2003, in accordance with United States generally accepted accounting principles.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern.  As discussed in to Note 1 to the
consolidated  financial  statements,  the Company incurred a net loss of $65,343
since  inception,  has  not attained profitable operations and is dependent upon
obtaining  adequate  financing  to  fulfil  its  exploration  activities.  These
factors  raise  substantial doubt that the Company will be able to continue as a
going concern.  Management's plans in regard to these matters are also discussed
in Note 1.  The consolidated financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.




Vancouver,  Canada                                      /s/ Morgan & Company
April  24,  2003                                         Chartered  Accountants



Tel: (604) 687-5841           MEMBER OF            P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075             ACPA        Suite 1488 - 700 West Georgia Street
www.morgan-cas.com          INTERNATIONAL               Vancouver, B.C.  V7Y 1A1


<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>

--------------------------------------------------------
                                         JANUARY  31
                                       2003       2002
--------------------------------------------------------
<S>                                 <C>        <C>

ASSETS

Current
  Cash                              $ 30,868   $ 90,124

Mineral Property Interest (Note 3)         -          -
                                    --------------------
                                    $ 30,868   $ 90,124
========================================================
LIABILITIES

Current
  Accounts payable                  $    640   $  5,298
                                    --------------------
SHAREHOLDER'S EQUITY

Share Capital
  Authorized:
    100,000,000 common shares with
     a par value of $0.001 per share
    100,000,000 preferred shares with
     a par value of $0.001 per share

  Issued:
    8,985,713 common shares at
     January 31, 2003 and 2002         8,986      8,986

  Additional paid-in capital          86,585     86,585

Deficit Accumulated During
The Exploration Stage                (65,343)   (10,745)
                                    --------------------
                                      30,228     84,826
                                    --------------------
                                    $ 30,868   $ 90,124
========================================================
</TABLE>




<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                   CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                   INCEPTION     INCEPTION
                                          YEAR     DECEMBER 21 DECEMBER 21
                                          ENDED      2001 TO     2001 TO
                                        JANUARY 31  JANUARY 31  JANUARY 31
                                           2003         2002       2003
--------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>

Expenses
  Mineral property acquisition
   and exploration expenditures         $    4,424  $    2,500  $ 6,924
  Office and sundry                          1,058           -    1,058
  Rent                                         585         200      785
  Professional fees                         45,171       8,045   53,216
  Transfer agent fees                        1,360           -    1,360
  Consulting fees                            2,000           -    2,000
                                        --------------------------------
Net Loss For The Period                     54,598      10,745  $65,343
                                                                ========
Deficit Accumulated During The
Exploration Stage, Beginning Of Period      10,745           -
                                        -----------------------
Deficit Accumulated During The
 Exploration Stage, End Of Period       $   65,343  $   10,745
===============================================================
Net Loss Per Share                      $     0.01  $     0.01
===============================================================


Weighted Average Number Of
Shares Outstanding                       8,985,713   6,071,136
===============================================================
</TABLE>




<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


--------------------------------------------------------------------------------
                                                 INCEPTION     INCEPTION
                                        YEAR     DECEMBER 21 DECEMBER 21
                                        ENDED      2001 TO     2001 TO
                                      JANUARY 31  JANUARY 31  JANUARY 31
                                         2003         2002       2003
--------------------------------------------------------------------------------
<S>                                   <C>        <C>        <C>

Cash Flows From Operating Activities
Net loss for the period               $(54,598)  $(10,745)  $(65,343)

Adjustments To Reconcile
 Net Loss To Net Cash Used
By Operating Activities
Change in accounts payable              (4,658)     5,298        640
                                      -------------------------------
                                       (59,256)    (5,447)   (64,703)
                                      -------------------------------

Cash Flows From Financing Activity
Issue of share capital                       -     95,571     95,571
                                      -------------------------------

Increase (Decrease) In Cash            (59,256)    90,124     30,868

Cash, Beginning Of Period               90,124          -          -
                                      -------------------------------


Cash, End Of Period                   $ 30,868   $ 90,124   $ 30,868
=====================================================================
</TABLE>




<PAGE>




                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                JANUARY 31, 2003
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

                                           COMMON STOCK
                                   -----------------------------  DEFICIT
                                                                  ACCUMULATED
                                   NUMBER OF          ADDITIONAL  DURING THE
                                   COMMON     PAR     PAID IN     EXPLORATION
                                   SHARES    VALUE    CAPITAL     STAGE      TOTAL
                                  -------------------------------------------------
<S>                               <C>        <C>     <C>       <C>        <C>
Shares issued for cash at $0.001  6,000,000  $6,000  $      -  $      -   $  6,000

Shares issued for cash at $0.03   2,985,713   2,986    86,585         -     89,571

Net loss for the period                   -       -         -   (10,745)   (10,745)
                                  -------------------------------------------------

Balance, January 31, 2002         8,985,713   8,986    86,585   (10,745)    84,826

Net loss for the year                     -       -         -   (54,598)   (54,598)
                                  -------------------------------------------------
Balance, January 31, 2003         8,985,713  $8,986  $ 86,585  $(65,343)  $ 30,228
                                  =================================================
</TABLE>




<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)



1.     OPERATIONS

Organization

The  Company  was  incorporated  in the State of Nevada, U.S.A., on December 21,
2001.

Exploration  Stage  Activities

The  Company  has  been in the exploration stage since its formation and has not
yet  realized any revenues from its planned operations.  It is primarily engaged
in  the  acquisition  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

Going  Concern

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a  going  concern.

As  shown in the accompanying consolidated financial statements, the Company has
incurred a net loss of $65,343 for the period from December 21, 2001 (inception)
to  January  31, 2003, and has no sales.  The future of the Company is dependent
upon  its ability to obtain financing and upon future profitable operations from
the  development  of  its  mineral  properties.  Management  has  plans  to seek
additional capital through a private placement and public offering of its common
stock.  The  consolidated  financial  statements  do not include any adjustments


relating  to  the  recoverability  and classification of recorded assets, or the
amounts  of  and  classification  of  liabilities that might be necessary in the
event  the  Company  cannot  continue  in  existence.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
necessarily  involves  the  use  of estimates which have been made using careful
judgement.

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality  and  within the
framework  of  the  significant  accounting  policies  summarized  below:

<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

a)     Consolidation

These  consolidated financial statements include the accounts of the Company and
its  wholly-owned  Canadian  subsidiary,  Baymont  Explorations  Inc.

b)     Mineral  Property  Payments  and  Exploration  Costs

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the Company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

c)     Joint  Venture

The  Company's exploration activity will be conducted jointly with another party
and,  accordingly,  the Company will only account for its proportionate interest
in  such  activity.

d)     Use  of  Estimates

The  preparation  of  consolidated  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 assets and liabilities at the date of the consolidated
financial  statements, and the reported amounts of revenues and expenses for the
reporting  period.  Actual  results  could  differ  from  these  estimates.

e)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

     i)   monetary  items  at  the  rate  prevailing  at the balance sheet date;
     ii)  non-monetary  items  at  the  historical  exchange  rate;
     iii) revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable  accounting  period.



<PAGE>


                               BAYMONT CORPORATION
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

f)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

g)     Loss  Per  Share

Loss  per share is calculated using the weighted average number of common shares
outstanding  during  the  period.


3.     MINERAL  PROPERTY  INTEREST

By  an agreement dated December 28, 2001, as amended, the Company acquired a 75%
interest in the BOR Claims located in British Columbia, Canada, in consideration
of  a  cash  payment  of  $2,500.

Concurrently  with  the  execution of this agreement, the Company entered into a
joint  venture  agreement  with  the  vendor of the property.  The joint venture
agreement requires that the Company expend an initial $12,000 on the property by
June  30,  2003  with all further expenditures split 75% for the Company and 25%
for  their  joint  venture  partner.


4.     CONTINGENCY

Under  the  terms of the joint venture agreement, either party's interest in the
joint  venture  will  be  reduced  proportionately  for failure to contribute to
exploration  costs  incurred  pursuant  to  the  agreement.


<PAGE>


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNING AND
FINANCIAL  DISCLOSURE

We  have  had  no  disagreements  with its independent auditors on accounting or
financial  disclosures.


                                    PART III
                                    --------

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Our executive officers and directors and their respective ages as of January 31,
2003  are  as  follows:

DIRECTORS:

Name  of  Director               Age
----------------------          -----
Alfredo  Javier  De  Lucrezia    36

EXECUTIVE  OFFICERS:

Name  of  Officer                Age       Office
--------------------            -----      -------
Alfredo  Javier  De  Lucrezia    36        President,  Treasurer  and
Secretary

Set forth below is a brief description of the background and business experience
of  our  sole  executive  officer  and  director.

MR.  ALFREDO  JAVIER DE LUCREZIA is our president, secretary, treasurer and sole
member of our board of directors.  Mr. De Lucrezia was appointed to our board of
directors  and  as our president, secretary, and treasurer on December 21, 2001.

Since  1988, Mr. De Lucrezia has been the President and Co-Owner and in May 1999
became  the  sole  owner  of  Tony's Painting and Decorating, a private company,
which  has been in operation since 1978. Mr. De Lucrezia is also the Co-Owner of
Gala  Events,  a private company, which has been in operation since 1995. Mr. De
Lucrezia  does  the  accounting  for  and manages both of his private companies.
During the period 1995 through 1998, Mr. De Lucrezia provided investor relations
services  for  several  public junior resource companies listed on the Vancouver
Stock  Exchange,  including  Canasia  Industries  Corp.,  Lucky Break Gold Ltd.,
Golden  Temple  Mining  Corp.  and  International  Croesus Ventures Corp. Mr. De
Lucrezia  is also a Director of Trivello Ventures Inc., formerly known as Solaia
Ventures  Inc., a public company listed on the Canadian Venture Exchange. Mr. De
Lucrezia has approximately five years experience as a director and/or officer of
other  mineral  resource  companies.  Those  companies  were:  Solaia  Ventures,
International  Croesus  Ventures,  Orex  Ventures,  Universal Explorations, Tryx
Ventures.  Mr.  De  Lucrezia  responsibilities  with  these  resource  companies
included  finding  properties  for acquisition, negotiating property agreements,
general corporate bookkeeping and administration, plus liason with professionals
and  market  makers.  During the period January 14, 1999 through March 30, 2003,
Mr.  De  Lucrezia  was  president  and  Chief  Executive  Officer  of  Universal
Exploration  Corporation,  a  public  company  listed  on  the  Canadian


                                       19

<PAGE>


Venture  Exchange.  Mr.  De  Lucrezia has a Business Administration Diploma from
Capilano  College,  of  Vancouver,  British  Columbia.  Mr.  De  Lucrezia speaks
English,  Spanish  and  Italian.

Mr.  De  Lucrezia  has  also  served  as a director and officer of the following
companies:

1.   Mr.  De  Lucrezia  was  a director and president of Aquistar Ventures (USA)
     Inc.,  a  public  company  on  the  Over-The-Counter  Bulletin  Board  from
     September  10, 1999 to February 14, 2001. In this position, Mr. De Lucrezia
     provided  management services including finding properties for acquisition,
     negotiating  property  agreements,  general  corporate  bookkeeping  and
     administration,  plus  liason  with  professionals  and  market  makers.

2.   Mr.  De  Lucrezia  has  been a director and the president of Tasker Capital
     Corp.,  a  public  company  on  the  Over-The-Counter  Bulletin Board, from
     September  15,  1999 to February 8, 2002. In this position, Mr. De Lucrezia
     provided  management services including finding properties for acquisition,
     negotiating  property  agreements,  general  corporate  bookkeeping  and
     administration,  plus  liason  with  professionals  and  market  makers.

TERM  OF  OFFICE

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.

SIGNIFICANT  EMPLOYEES

We  have  no  significant  employees  other  than  Alfredo  Javier  De Lucrezia.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  January  31, 2003 all such filing requirements
applicable  to  its  officers  and  directors  were complied with exception that
reports  were  filed  late  by  the  following  persons:


-------------------------------------------------------------------------------
                              NUMBER      TRANSACTIONS      KNOWN  FAILURES
                              OF LATE     NOT TIMELY        TO FILE A REQUIRED
Name and Principal Position   REPORTS     REPORTED          FORM
-------------------------------------------------------------------------------
Alfredo Javier De Lucrezia,   None        None              None
Director, President,
Secretary,  and  Treasurer
-------------------------------------------------------------------------------

                                       20

<PAGE>


ITEM  10.               EXECUTIVE  COMPENSATION

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  for  the  fiscal  year  ended January 31, 2003 and the fiscal year ended
January  31,  2002.

<TABLE>
<CAPTION>


                         ANNUAL COMPENSATION       LONG TERM COMPENSATION
                    ----------------------------  ------------------------
                                                Other                           All
                                                Annual                          Other
                                                Com-  Restrict-                 Com-
                                                pen-  ed      Warr-             pen-
                                                sa-   Stock   ants &  LTIP       sa-
Name      Title      Year      Salary  Bonus    tion  Awarded Options payouts($)tion
----      -----      ----      ------  -----  ------- ------- ------- --------- ----
<S>       <C>        <C>       <C>     <C>    <C>     <C>     <C>     <C>       <C>
Alfredo   Director,  2003         0      0         0        0        0    0       0
Javier    President,
De        Secretary,
Lucrezia  and
          Treasurer
                     2002         0      0         0        0        0    0       0


</TABLE>


STOCK  OPTION  GRANTS

To  date,  we  have  not  granted  any  stock  options.



                                       21

<PAGE>

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain information concerning the number of
shares  of  our  common  stock owned beneficially as of January 31, 2003 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of  any  class  of  our voting securities, (ii) each of our directors, and (iii)
officers  and directors as a group. Unless otherwise indicated, the shareholders
listed  possess  sole  voting  and  investment  power with respect to the shares
shown.
<TABLE>
<CAPTION>


--------------------------------------------------------------------------------
                  Name and address           Number of Shares   Percentage  of
Title  of class   of beneficial owner        of Common Stock    Common Stock(1)
--------------------------------------------------------------------------------
<S>               <C>                        <C>                <C>
Common  Stock       Alfredo  J.  De  Lucrezia   6,000,000  Shares     66.8%
                    Director,  President,
                    Secretary,  and  Treasurer
                    355  East  11th  Street
                    North  Vancouver,  BC  Canada
                    V7L  2H1
--------------------------------------------------------------------------------
Common  Stock       All Officers and Directors  6,000,000  Shares     66.8%
                    as  a  Group
                    (one  person)
--------------------------------------------------------------------------------
     (1)  Based  on  8,985,713 shares of our common stock issued and outstanding
          as  of  January  31,  2003.
================================================================================
</TABLE>


Except  as otherwise noted, it is believed that all persons have full voting and
investment  power  with  respect to the shares indicated. Under the rules of the
Securities  and Exchange Commission, a person (or group of persons) is deemed to
be a beneficial owner of a security if he or she, directly or indirectly, has or
shares  the power to vote or to direct the voting of such security, or the power
to  dispose  of or to direct the disposition of such security. Accordingly, more
than  one  person may be deemed to be a beneficial owner of the same security. A
person  is  also  deemed  to  be  a beneficial owner of any security, which that
person  has  the right to acquire within 60 days, such as options or warrants to
purchase  the  Common  Stock  of  the  Company.

CHANGE  IN  CONTROL

We  are not aware of any arrangement that might result in a change in control of
our  company  in  the  future.


                                       22

<PAGE>






ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None  of  the  following  parties  has, since our date of incorporation, had any
material  interest,  direct  or  indirect,  in any transaction with us or in any
presently  proposed  transaction  that  has  or  will  materially  affect  us:

     *    Any  of  our  directors  or  officers;
     *    Any  person  proposed  as  a  nominee  for  election  as  a  director;
     *    Any  person  who  beneficially  owns,  directly  or indirectly, shares
          carrying  more  than  10%  of  the  voting  rights  attached  to  our
          outstanding  shares  of  common  stock;
     *    Any  of  our  promoters;
     *    Any  relative  or  spouse  of any of the foregoing persons who has the
          same  house  as  such  person.

Mr.  Alfredo J. De Lucrezia acquired 6,000,000 shares of our common stock in his
own  name  at a price of $0.001 per share on December 21, 2001.  Mr. De Lucrezia
paid  a  total  purchase  price  of  $6,000  for  these  shares.

                                     PART IV
                                     -------

ITEM  13.     EXHIBITS,  FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


EXHIBIT
NUMBER   DESCRIPTION  OF  EXHIBIT
--------------------------------------------------------------------------------
10.1     Amendment  No.1 to the Joint Venture Agreement dated December 17, 2002.
         (1)
99.1 and
99.2      Certifications  of Chief Executive Officer and Chief Financial Officer
          pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
          Section  906  of  the  Sarbanes-Oxley  Act  of  2002.  (1)
--------------------------------------------------------------------------------
(1)     Filed  as  an  Exhibit  to  this  Annual  Report  on  Form  10-KSB
================================================================================


REPORTS  ON  FORM  8-K

None


                                       23

<PAGE>



ITEM  14.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer, Mr. Alfredo J. De Lucrezia.  Based upon that evaluation, our
Chief  Executive  Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls  and procedures are effective in timely alerting management
to  material  information relating to us required to be included in our periodic
SEC filings.  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  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  exchange  act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                                       24

<PAGE>

                                   SIGNATURES

     In  accordance  with the requirements of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized.

BAYMONT  CORPORATION




By:  /s/ Alfredo  J.  De  Lucrezia
     ------------------------------
     Alfredo  J.  De  Lucrezia
     President,  Secretary,  Treasurer,  and
     Director
     Date:  May  1,  2003


                                       25

<PAGE>



                                 CERTIFICATIONS

I,  Alfredo  J. De Lucrezia, Chief Executive Officer and Chief Financial Officer
of  Baymont  Corporation  (the  "Registrant"),  certify  that;

(1)  I  have  reviewed  this annual report on Form10-KSB of Baymont Corporation;

(2)  Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state 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 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, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     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  facts  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:  May  1,  2003               /s/ Alfredo  J. De Lucrezia
                                   ------------------------------------
                                   (Signature)

                                   CHIEF  EXECUTIVE  OFFICER  AND
                                   CHIEF  FINANCIAL  OFFICER




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