FORM 10-QSB

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

(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004

OR

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

Commission file number     000-26653
                           --------------

                        BAYNON INTERNATIONAL CORPORATION
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                      88-0285718
         -----------                                 ----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                266 Cedar Street,                           07009
             Cedar Grove, New Jersey
     (Address of principal executive offices)              (Zip Code)

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

                                 Not applicable
                              --------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Check whether the registrant (1) has filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes X   No __

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class    Common Stock, $0.001 par value
Outstanding at May 18, 2004:        17,532,692



<PAGE>





                                          BAYNON INTERNATIONAL CORPORATION

Index                                                               Page No.


Part I    Financial Information

                  Item 1 Financial Statements:

          Balance Sheets - March 31, 2004, and December 31, 2003           3

          Statements of Operations - For the Three Months
          Ended March 31, 2004 and 2003                                    4

          Statements of Cash Flows - For the Three Months Ended
          March 31, 2004 and 2003                                          5

          Notes to Financial Statements                                    6

Item 2    Management's Discussion and Analysis or Plan of Operation        7

Item 3    Controls and Procedures                                          8

Part II   Other Information

Item 5    Other Information                                                8

Item 6    Exhibits and Reports on Form 8-K                                 8



<PAGE>


                        BAYNON INTERNATIONAL CORPORATION

                                 BALANCE SHEETS





<TABLE>
<CAPTION>
                                                                                         March 31,                December 31,
ASSETS                                                                                      2004                       2003
------                                                                                      ----                       ----
                                                                                        (Unaudited)                  (Audited)

Current Assets:
<S>                                                                                    <C>                        <C>
  Cash and cash equivalents                                                            $       38,021             $        44,517
                                                                                       ---------------            ----------------
        Total Current Assets                                                                   38,021                      44,517
                                                                                       ---------------            ----------------

Total Assets                                                                           $       38,021             $        44,517
                                                                                       ===============            ================



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued
    expenses                                                                           $       17,527             $         7,105
                                                                                       ---------------            ----------------
        Total Current Liabilities                                                              17,527                       7,105
                                                                                       ---------------            ----------------

Total Liabilities                                                                              17,527                       7,105
                                                                                       ---------------            ----------------

Stockholders' Equity:
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 17,532,692  shares issued
   and outstanding at March 31, 2004 and
    December 31, 2003                                                                          17,533                      17,533
  Additional paid-in capital                                                                  104,000                     104,000
  Retained earnings (deficit)                                                                (101,039)                    (84,121)
                                                                                       ---------------            ----------------
        Total Stockholders' Equity                                                             20,494                      37,412
                                                                                       ---------------            ----------------

Total Liabilities and Stockholders' Equity                                             $       38,021             $        44,517
                                                                                       ===============            ================
</TABLE>






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

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

                                       3

<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                             For the Three Months Ended
                                                                                                       March 31,
                                                                                          2004                        2003
                                                                                     ----------------            ----------------

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

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

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

Other Costs:
  General and administrative expenses                                                         17,037                       5,461
                                                                                     ----------------            ----------------
        Total Other Costs                                                                     17,037                       5,461

Other Income and Expense:
  Interest income                                                                                119                         335
                                                                                     ----------------            ----------------

Net Loss before Income Taxes                                                                 (16,918)                     (5,126)

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

Net Loss                                                                             $       (16,918)            $        (5,126)
                                                                                     ================            ================


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

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




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

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


                                       4
<PAGE>

                        BAYNON INTERNATIONAL CORPORATION

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                                For the Three Months Ended
                                                                                                        March 31,
                                                                                               2004                     2003
                                                                                           -------------            -------------

Cash Flows from Operating Activities:
<S>                                                                                        <C>                      <C>
  Net loss                                                                                 $    (16,918)            $     (5,126)

  Adjustments to reconcile net loss to net cash used in operating activities:
      Increase in accounts payable
        and accrued expenses                                                                     10,422                    2,685
                                                                                           -------------            -------------

          Net cash used in operating activities                                                  (6,496)                  (2,441)
                                                                                           -------------            -------------

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

Cash Flows from Financing Activities                                                                 -                        -
                                                                                           -------------            -------------

Net Decrease in Cash and Cash Equivalents                                                        (6,496)                  (2,441)

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

Cash and Cash Equivalents, end of period                                                   $     38,021             $     56,959
                                                                                           =============            =============


Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                                               $         -              $         -
                                                                                           =============            =============
    Income taxes                                                                           $         -              $         -
                                                                                           =============            =============
</TABLE>








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

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

                                       5

<PAGE>






                        BAYNON INTERNATIONAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

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

The Company will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Company. In certain instances, a
target company may wish to become a subsidiary of the Company or may wish to
contribute assets to the Company rather than merge. No assurances can be given
that the Company will be successful in identifying or negotiating with any
target company. The Company provides a means for a foreign or domestic private
company to become a reporting (public) company whose securities would be
qualified for trading in the United States secondary market.

Earnings (Loss) Per Share

The Company computes earnings or loss per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other agreements to issue common stock were exercised or converted
into common stock. Diluted earnings per share is computed based upon the
weighted average number of common shares and dilutive common equivalent shares
outstanding, which includes convertible debentures, stock options and warrants.

Impairment of Long-Lived Assets

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


                                       6

<PAGE>


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


Variable Interest Entities

On January 1, 2004 the Company adopted Interpretation No. 46 (as revised in
December, 2003), "Consolidation of Variable Interest Entities-an Interpretation
of ARB No. 51," which provides guidance on the identification of and reporting
for variable interest entities, including criteria for consideration in
determining whether a variable interest entity should be consolidated. Adoption
of this pronouncement had no impact on the Company's financial position at March
31, 2004, nor its results of operations for the three months then ended, nor is
it expected to have an impact in the future.


2. INTERIM PRESENTATION

The December 31, 2003 balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. In the opinion of management, the accompanying unaudited
financial statements contain all normal and recurring adjustments necessary to
present fairly the financial position of the Company as of March 31, 2004 and
its results of operations and cash flows for the three months ended March 31,
2004 and 2003.

The statements of operations for the three months ended March 31, 2004 and 2003
are not necessarily indicative of results for the full year.

While the Company believes that the disclosures presented are adequate to make
the information not misleading, these financial statements should be read in
conjunction with the financial statements and accompanying notes included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003.

3. SUBSEQUENT EVENT

On April 27, 2004 the Company filed with the Securities and Exchange Commission
("SEC') a Form S-2 registration statement to register for sale to the public
17,532,692 shares of common stock, which comprises all of the issued and
outstanding stock of the Company. As of the date of filing of this quarterly
report on Form 10-QSB, this registration statement had not been declared
effective by the SEC.



                                       7

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Critical Accounting Policies and Estimates

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

         Liquidity and Capital Resources

         At March 31, 2004, the Company had a cash balance of $38,021 which
represents a $6,496 decrease from the $44,517 balance at December 31, 2003. This
$6,496 decrease was the result of cash used in operations. The Company's working
capital position at March 31, 2004, was $20,494 as compared to its position at
December 31, 2003, of $37,412.

         The focus of the Company's efforts is to acquire or develop an
operating business. Despite no active operations at this time, management
intends to continue in business and has no intention to liquidate the Company.
The Company has considered various business alternatives including the possible
acquisition of an existing business, but to date has found possible
opportunities unsuitable or excessively priced. The Company does not contemplate
limiting the scope of its search to any particular industry. Management has
considered the risk of possible opportunities as well as their potential
rewards. Management has invested time evaluating several proposals for possible
acquisition or combination. However, none of these opportunities were pursued.

         The Company presently owns no real property and at this time has no
intention of acquiring any such property.

Results of Operations

Three Months Ended March 31, 2004, compared to Three Months Ended March 31, 2003

Net income (loss)

         Net loss for the three months ended March 31, 2004, was $16,918
compared with $5,126 for the comparable period in 2003. The increase in net loss
of $11,792 for the three months ended March 31, 2004, compared to the same
period in 2003 was primarily due to legal fees incurred in the three months
ended March 31, 2004 related to the preparation and filing on April 27, 2004 of
a Form S-2 registration statement. (See Part II, Item 5 of this Form 10-QSB).


Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer
and Chief Financial Officer have reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules
240.13a-14(c) and 15d-14(c)) as of the end of the period covered by this

                                       8

<PAGE>

quarterly report. Based on that evaluation, they have concluded that our current
disclosure controls and procedures are effective in providing the material
information required to be disclosed in the reports we file or submit under the
Exchange Act.

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

PART II.          Other Information

Item 5.  Other Information

         On April 27, 2004 the Company filed with the Securities and Exchange
Commission ("SEC') a registration statement on Form S-2 to register for resale
by certain of the Company's shareholders up to 17,532,692 shares of the
Company's common stock, which comprises all of the issued and outstanding stock
of the Company. The Company will not receive any proceeds of the sales of the
stock. As of the date of this report, the registration statement had not been
declared effective by the SEC.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Reports on Form 8-K - None

(b)      Exhibits

31.1     Certification of Pasquale Catizone
31.2     Certification of Daniel Generelli
32       Certification Under Section 906 of Sarbanes-Oxley Act of 2002

                                   SIGNATURES

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

                        BAYNON INTERNATIONAL CORPORATION
                        Registrant


Date: May 19, 2004      By: /s/ Pasquale Catizone
                           ----------------------------------------------------
                           Pasquale Catizone, President and Chairman
                           (on behalf of the registrant)