-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHt37mG/ukO7CjDXk6uId5KxQVmAW+YxbNb4YBAwNP6A4LuI607iQ1fE092Zozr2 uphF0VJlvOxAsUHvoe1EkA== 0000950116-99-001332.txt : 19990709 0000950116-99-001332.hdr.sgml : 19990709 ACCESSION NUMBER: 0000950116-99-001332 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAYNON INTERNATIONAL CORP CENTRAL INDEX KEY: 0001089598 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 880285718 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-26653 FILM NUMBER: 99660766 BUSINESS ADDRESS: STREET 1: 266 CEDAR STREET CITY: CEDAR GROVE STATE: NJ ZIP: 07009 BUSINESS PHONE: 9732392952 MAIL ADDRESS: STREET 1: 266 CEDAR STREET CITY: CEDAR GROVE STATE: NJ ZIP: 07009 10SB12G 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB General Form for Registration of Securities of Small Business Issuers Under Section 12(b) or (g) of the Securities Exchange Act of 1934 BAYNON INTERNATIONAL CORPORATION -------------------------------- (Name of Small Business Issuer) Nevada 88-0285718 - ------------------------------- --------------------- (State or Other Jurisdiction of I.R.S. Employer Incorporation or Organization) Identification Number 266 Cedar Street Cedar Grove, New Jersey 07009 ----------------------------------------------------------- (Address of Principal Executive Offices including Zip Code) 973-239-2952 --------------------------- (Issuer's Telephone Number) Securities to be Registered Under Section 12(b) of the Act: None Securities to be Registered Under Section 12(g) of the Act: Common Stock, $.001 Par Value ----------------------------- (Title of Class) PART I ITEM 1. DESCRIPTION OF BUSINESS Baynon International Corporation (formerly known as Technology Associates Corporation and hereinafter referred to as the "Company"), was originally incorporated on February 29, 1968 under the laws of the Commonwealth of Massachusetts to engage in any lawful corporate undertaking. On December 28, 1989, the Company reincorporated under the laws of the State of Nevada. The Company was formerly engaged in the technology marketing business and its securities traded on the National Association of Securities Dealers OTC Bulletin Board. The Company has not engaged in any business operations for at least the last two years, and has no operations to date. Despite the Company's trading and operating history, the Company is considered a blank check company for purposes of this filing. 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 seeks to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market. Perceived Benefits There are certain perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include the following: * the ability to use registered securities to make acquisition of assets or businesses; * increased visibility; * the facilitation of borrowing from financial institutions; * improved trading efficiency; * shareholder liquidity; * greater case in subsequently raising capital; * compensation of key employees through stock options; * enhanced corporate image; and * a presence in the United States capital market. 2 Potential Target Companies A potential target entity which may be interested in a business combination with the Company, if any, may possess some or all of the following characteristics: * a company for whom a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; * a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it to conduct a public offering; * a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting; * a company which believes that it will be able obtain investment capital on more favorable terms after it has become public; * a foreign company seeking an initial entry into the United States securities market; * a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; and * a company seeking one or more of the other perceived benefits of becoming a public company. A business combination with a target company will normally involve the transfer to the target company of the majority of the issued and outstanding common stock of the Company, and the substitution by the target company of its own management and board of directors. No assurances can be given that the Company will be able to enter into a business combination, or, if the Company does enter into such a business combination no assurances can be given as to the terms of a business combination, or as to the nature of the target company. The Company has not engaged in any business operations for at least the last two years, and has no operations to date. The current and proposed business activities described herein classify the Company as a blank check company. See "GLOSSARY". The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies. Management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. 3 The Company is voluntarily filing this Registration Statement with the Securities and Exchange Commission and is under no obligation to do so under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Risk Factors The Company's business is subject to numerous risk factors, including the following: No Operating History Or Revenue And Minimal Assets. The Company has had no operating history nor any revenues or earnings from operations for at least the last two years. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. There is no assurance that the Company will be able to identify such a target company and consummate such a business combination on acceptable terms. Speculative Nature Of The Company's Proposed Operations. The success of the Company's proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management intends to seek business combinations with entities having established operating histories, there can be no assurance that the Company will be able to identify a candidate satisfying such criteria and of such. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company's operations may be dependent upon management of the target company and numerous other factors beyond the Company's control. Scarcity Of And Competition For Business Opportunities And Combinations. The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates. 4 No Agreement For Business Combination Or Other Transaction--No Standards For Business Combination. The Company has no current arrangement, agreement or understanding with respect to engaging in a merger with or acquisition of a specific business entity. There can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluation by the Company. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target company opportunity to have achieved, or without which the Company would not consider a business combination with such business entity. Accordingly, the Company may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics. Continued Management Control, Limited Time Availability. While seeking a business combination, management anticipates devoting up to five (5) hours per month to the business of the Company. The Company's only officers are the President, Mr. Pasquale Catizone, and Mr. Carmine Catizone, the Secretary and Treasurer, neither of which have entered into written employment agreements with the Company and are not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officers and directors. Notwithstanding the combined limited experience and time commitment of management, loss of the services of its President, Mr. Pasquale Catizone, would adversely affect development of the Company's business and its likelihood of consummating a business combination. Conflicts Of Interest--General. The Company's two officers and directors participate in other business ventures which may compete directly with the Company. Although none are anticipated, conflicts of interest and non-arms length transactions may also arise in the future. Management does not anticipate that the Company will seek a merger with, or acquisition of, any entity in which any member of management serves as an officer, director or partner, or in which they or their family members own or hold any ownership interest. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of Interest." Reporting Requirements May Delay Or Preclude Acquisition. Section 13 of the Exchange Act requires companies subject thereto to provide certain information about significant acquisitions including certified financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. 5 Lack Of Market Research Or Marketing Organization. The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. Even in the event demand exists for a merger or acquisition of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination. Lack Of Diversification. The Company's proposed operations, even if successful, will, at least in the short term and in all likelihood, result in the Company engaging in a business combination with only one business opportunity. Consequently, the Company's activities will be limited to those engaged in by the business opportunity which the Company merges with or acquires. The Company's inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations. Regulation Under Investment Company Act. Although the Company will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could become subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject the Company to material adverse consequences. Probable Change In Control And Management. A business combination involving the issuance of the Company's common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require shareholders of the Company to sell or transfer all or a portion of the Company's common stock held by them. The resulting change in control of the Company will likely result in removal of the present officers and directors of the Company and a corresponding reduction in or elimination of their participation in the future affairs of the Company. Reduction Of Percentage Share Ownership Following Business Combination. The Company's primary plan of operation is based upon the consummation of a business combination with a business entity which, in all likelihood, will result in the Company issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by the present shareholders of the Company and would most likely result in a change in control or management of the Company. 6 Aspects Of Blank Check Offering. The Company may enter into a business combination with a business entity that desires to establish a public trading market for its shares. A target company may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with the Company. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, loss of voting control to public shareholders or the inability to obtain an underwriter or to obtain an underwriter on terms satisfactory to the Company. Taxation. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction. Requirement Of Audited Financial Statements May Disqualify Business Opportunities. Management of the Company will request that any potential business opportunity provide audited financial statements. One or more potential combination candidates may opt to forego pursuing a business combination with the Company rather than incur the burdens associated with preparing audited financial statements. In such case, the Company may choose to obtain certain assurances as to the target company's assets, liabilities, revenues and expenses prior to consummating a business combination, with further assurances that an audited financial statement would be provided after closing of such a transaction. Closing documents for such a transaction may include representations that the audited financial statements will not materially differ from the representations included in such closing documents. ITEM 2. PLAN OF OPERATION The Company will seek to merge with or acquire a business entity in exchange for the Company's securities. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. Neither the Company's officer nor directors nor any affiliates has engaged in any negotiations with any representative of any company regarding the possibility of an acquisition or merger between the Company and such other company. Mr. Pasquale Catizone, the principal shareholder of the Company, anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Any such solicitation will be at the expense of the Company. The Company may pay referral fees to consultants and others who refer target businesses for mergers into blank check companies in which the Company has an interest. Payments are made if a merger occurs, and may consist of cash or a portion of the stock in the Company or both. 7 The Company has no full time employees. The Company's president has agreed to allocate a portion of his time to the activities of the Company, without compensation. The president anticipates that the business plan of the Company can be implemented by his devoting approximately five (5) hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. Management is not currently involved with other established blank check companies, and is not currently involved in creating additional blank check companies similar to this one. Management may, however, become involved in creating or acquiring other blank check companies in the future. A conflict may arise in the event that another blank check company with which management is affiliated is formed and actively seeks a target company. Other blank check companies that may be formed may differ from the Company in certain items such as place of incorporation, number of shares and shareholders, working capital, types of authorized securities, or other items. It may be that a particular target company may be more suitable for or may prefer a certain blank check company formed after the Company. In such case, a business combination might be negotiated on behalf of the more suitable or preferred blank check company regardless of date of formation. See "ITEM 5, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS--Current Blank Check Companies." The Certificate of Incorporation of the Company provides that the Company may indemnify officers and/or directors of the Company for liabilities, which can include liabilities arising under the securities laws. Therefore, assets of the Company could be used or attached to satisfy any liabilities subject to such indemnification. General Business Plan The Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in a business entity presented to it by persons or firms who or which desire to seek the perceived advantages of a corporation which has a class of securities registered under the Exchange Act. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is not meant to be restrictive of the Company's broad discretion to search for and enter into potential business opportunities. Management anticipates that it will be able to participate in only one potential business venture in the near future because the Company has nominal assets and limited financial resources. See ITEM F/S, "FINANCIAL STATEMENTS." This lack of diversification should be considered a substantial risk to the shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another. 8 The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Management believes (but has not conducted any research to confirm) that there are business entities seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. The Company has, and will continue to have, very limited to no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. Management has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. The analysis of new business opportunities will be undertaken by, or under the supervision of, the President of the Company, who is not a professional business analyst. In analyzing prospective business opportunities, Management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. To the extent possible, management intends to utilize written reports and personal investigation to evaluate the above factors. The Exchange Act requires that any merger or acquisition candidate comply with certain reporting requirements, which include providing audited financial statements to be included in the reporting filings made under the Exchange Act. 9 The Company will not acquire or merge with any company for which audited financial statement cannot be obtained at or within a reasonable period of time after closing of the proposed transaction. The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. Management of the Company, which may not have experience in matters relating to the business of a target company, will rely upon its own efforts in accomplishing the business purposes of the Company. Outside consultants or advisors may be utilized by the Company to assist in the search for qualified target companies. If the Company does retain such an outside consultant or advisor, any cash fee earned by such person is likely to be assumed by the target company, as the Company has limited cash assets with which to pay such obligation. If management decides to utilize the services of a consultant in the selection of a target company, such consultant will likely be used to supplement the business experience of management, including perhaps accountants, technical experts, appraisers, attorneys or others. Management's considerations in selecting such a consultant may be based on the nature of the target company's business, the form and amount of compensation required by the consultant, the length and breadth of such consultant's experience and rate of success in matching target companies with acquiring companies. If a consultant were retained, management would expect that any such consultant would provide the Company with a selection of target companies, would provide due diligence assistance for study of the target company, would assist in negotiating the terms of a business combination, and would serve to facilitate the negotiation process. More than one consultant could be used in locating a target company. The Company has no agreements or understandings currently with any consultant to provide services and does not intend to have any such relationship prior to acquisition of a target company. If requested by a target company, management may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants. A potential target company may have an existing agreement with a consultant or advisor providing that services of the consultant or advisor be continued after any business combination. Additionally, a target company may be presented to the Company only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such preexisting agreements of target companies for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the Company's selection of a target company. 10 Acquisition of Opportunities In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of such a transaction, it is probable that the present management and shareholders of the Company will no longer be in control of the Company. In addition, it is likely that the Company's officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination and the Company is no longer considered a blank check company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the market value of the Company's securities in the future if such a market develops, of which there is no assurance. While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a "tax-free" reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended (the "Code"). With respect to any merger or acquisition negotiations with a target company, management expects to focus on the percentage of the Company which target company shareholders would acquire in exchange for their holdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage of ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time. The Company will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, and will include miscellaneous other terms. 11 The Company will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. The Company shall be subject to all of the reporting requirements included in the Exchange Act. Included in these requirements is the duty of the Company to file audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure the Company's compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents may provide that the proposed transaction will be voidable at the discretion of the present management of the Company. In the event that the Company needs any additional funds for operating capital or for costs in connection with searching for or completing an acquisition or merger, management contemplates that it will seek to issue additional shares of the Company. There is no fixed minimum or maximum amount that management will raise in connection with such an issuance. The Company does not intend to borrow any funds to make any payments to the Company's promoters, management or their affiliates or associates. Competition The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors. ITEM 3. DESCRIPTION OF PROPERTY The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the home office of Mr. Pasquale Catizone at no cost to the Company, an arrangement which management expects will continue until the Company completes an acquisition or merger. 12 ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 28, 1999, each person known by the Company to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown. Amount of Name and Address Beneficial Percentage of of Beneficial Owner Ownership Class - ------------------- ---------- ------------- Pasquale Catizone (1) (3) 3,547,815 37.2% 266 Cedar Street Cedar Grove, NJ 07009 Carmine Catizone (2) (3) 4,000,000 42.0% 10 1/2Walker Avenue Morristown, NJ 07960 All Executive Officers and 7,547,815 79.2% Directors as a Group (1) Includes (a) 1,000,000 shares held of record by Mr. Catizone's minor daughter, and (b) 1,000,000 shares held of record by Pasquale Catizone's wife, Barbara Catizone. (2) Includes (i) 500,000 shares held in a custodial account for the benefit of his daughter Carrie Catizone; and (ii) 500,000 shares held in a custodial account for the benefit of his daughter Sherri Catizone. (3) Carmine Catizone and Pasquale Catizone are brothers. ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The Company has two Directors and two Officers as follows: Name Age Positions and Offices Held - ---- --- -------------------------- Pasquale Catizone 58 President, Director Carmine Catizone 53 Secretary, Treasurer, Director 13 There are no agreements or understandings for an officer or director to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor will act at the direction of any other person. Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years: Pasquale Catizone. Mr. Catizone has been president and a director of the Company since May 1998. Mr. Catizone has been self-employed as a financial consultant for the last ten years. He served as president and a director of First Equity of New Jersey, Inc., from its organization in May 1983 until September 1992. Mr. Catizone was also the president and a director of Phonics Corporation (f/k/a Taris, Inc.) from September 1985 until May 1994. Carmine Catizone. Mr. Catizone has been secretary and director of the Company since May 1998. From June 1988 to July 1994, Mr. Catizone was the president and director of J&E Beauty Supply, Inc., a retail and wholesale beauty supply distributor. Mr. Catizone formerly served as president and a director of C&C Investments, a blank check company (n/k/a T.O.P.S. Medical Corp.) from July 1977 until December 1984. Other Blank Check Companies Carmine Catizone formerly served as president and a director of C&C Investments, a blank check company (now known as T.O.P.S. Medical Corp.) from July 1977 until December 1984. In December 1987, C&C Investments changed its name to T.O.P.S. Medical Corp. He is not presently involved with T.O.P.S. Medical Corp. in any capacity whatsoever. Pasquale Catizone served as president and a director of First Equity of New Jersey, Inc., from its organization in May 1983 until September 1992. First Equity was formed as a blank check company. Current Blank Check Companies Except for the Company, no directors or officers of the Company are presently officers, directors or shareholders in any blank check companies. One or both of the officers/directors may, in the future become involved with additional blank check companies. Conflicts Of Interest Although there are no plans to do so at this time, the Company's officers and directors may in the future organize other companies of a similar nature and with a similar purpose as the Company. Consequently, there are potential inherent conflicts of interest in acting as an officer and director of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates that it will devote only a minor amount of time to the Company's affairs. The Company does not have a right of first refusal pertaining to opportunities that come to management's attention insofar as such opportunities may relate to the Company's proposed business operations. 14 A conflict may arise in the event that another blank check company with which management becomes affiliated is formed and actively seeks a target company. It is anticipated that target companies will be located for the Company and other blank check companies in chronological order of the date of formation of such blank check companies. However, any blank check companies that may be formed may differ from the Company in certain items such as place of incorporation, number of shares and shareholders, working capital, types of authorized securities, or other items. It may be that a target company may be more suitable for or may prefer a certain blank check company formed after the Company. In such case, a business combination might be negotiated on behalf of the more suitable or preferred blank check company regardless of date of formation. Mr. Pasquale Catizone will be responsible for seeking, evaluating, negotiating and consummating a business combination with a target company which may result in terms providing benefits to any officer or director. Mr. Pasquale Catizone is currently a self-employed financial consultant. As such, demands may be placed on the time of Mr. Catizone which will detract from the amount of time he is able to devote to the Company. Mr. Catizone intends to devote as much time to the activities of the Company as required. However, should such a conflict arise, there is no assurance that Mr. Catizone would not attend to other matters prior to those of the Company. Mr. Catizone projects that initially approximately five (5) hours per month of his time may be spent locating a target company which amount of time would increase when the analysis of, and negotiations and consummation with, a target company are conducted. In the event the Company needs additional funds for operating capital and/or for costs in connection with a business combination, the Company may opt to issue additional common stock. Except in connection with the foregoing financing possibility, no other securities, or rights to securities, of the Company will be issued to management or promoters, or their affiliates or associates, prior to the completion of a business combination. At the time of a business combination, management expects that some or all of the shares of Common Stock owned by the officers and directors will be purchased by the target company. The amount of Common Stock sold or continued to be owned by the officers and directors cannot be determined at this time. The terms of business combination may include such terms as one or more of the present directors remaining a director or officer of the Company. The terms of a business combination may provide for a payment by cash or otherwise to one or more of the present directors for the purchase of all or part of their holdings of common stock of the Company by a target company. In such event, one or more directors would directly benefit from such employment or payment, and such benefits may influence management's choice of a target company. The Company may agree to pay finder's fees, as appropriate and allowed, to unaffiliated persons who may bring a target company to the Company where that reference results in a business combination. The amount of any finder's will be subject to negotiation, and cannot be estimated at this time. No finder's fee of any kind will be paid to management or promoters of the Company or to their associates or affiliates. No loans of any type have, or will be, made to management or promoters of the Company or to any of their associates or affiliates. 15 The Company's officers and directors, its promoters and their affiliates or associates have not had any negotiations with and there are no present arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of a business combination with the Company. The Company will not enter into a business combination, or acquire any assets of any kind for its securities, in which management or promoters of the Company or any affiliates or associates have any interest, direct or indirect. The Company will not pay any finder's fees to members of management in connection with identifying an entity to a successful business combination. There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming. Investment Company Act of 1940 Although the Company will be subject to regulation under the Securities Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940 insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities the Company could be subject to regulation under the Investment Company Act of 1940. In such event the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940, any violation of which would subject the Company to material adverse consequences. ITEM 6. EXECUTIVE COMPENSATION The Company's current officers and directors do not receive any compensation for their services rendered to the Company, have not received such compensation in the past, and are not accruing any compensation pursuant to any agreement with the Company. The officers and directors of the Company will not receive any finder's fee, either directly or indirectly, as a result of his efforts to implement the Company's business plan outlined herein. However, the officers and directors of the Company anticipate receiving benefits as beneficial shareholders of the Company. See "ITEM 4. SECURITY OWNERSHIP." 16 No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Pursuant to a certain Securities Purchase Agreement dated as of May 11, 1998, Mr. Pasquale Catizone purchased from the former president and director of the Company an aggregate of 2,597,714 shares of Common Stock for an aggregate purchase price of $23,000. Simultaneous with the closing of the Securities Purchase Agreement, the then officers and directors of the Company tendered resignations from their respective positions, at which time Pasquale Catizone became president and director and Carmine Catizone became secretary, treasurer and director of the Company. Also simultaneous with the closing of the Securities Purchase Agreement, the Company issued to Pasquale Catizone a Common Stock Purchase Warrant for 6,000,000 shares of Common Stock (the "Warrant") which was exercised on September 17, 1998. The shares of Common Stock underlying the warrant were distributed to Pasquale Catizone and his nominees, including Carmine Catizone and other family members. Pasquale Catizone and Carmine Catizone are brothers. The proposed business activities described herein classify the Company as a blank check company. See "GLOSSARY". The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies. Other than making the Company's securities eligible to trade, management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. ITEM 8. DESCRIPTION OF SECURITIES The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $.001 per share, of which 9,522,692 shares are issued and outstanding. The following statements relating to the capital stock are summaries and do not purport to be complete. Reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the Certificate of Incorporation and the By-laws, copies of which are filed as exhibits to this registration statement. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are, and the shares of common stock offered by the Company pursuant to this offering will be, when issued and delivered, fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company's common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. 17 Dividends Dividends, if any, will be contingent upon the Company's revenues and earnings, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of the Company's Board of Directors. The Company presently intends to retain all earnings, if any, for use in its business operations and accordingly, the Board of Directors does not anticipate declaring any dividends prior to a business combination. Glossary "Blank Check" Company As defined in Section 7(b)(3) of the Securities Act, a "blank check" company is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies and is issuing "penny stock" securities as defined in Rule 3(a)(51) of the Exchange Act. The Company Baynon International Corporation, the company whose common stock is the subject of this registration statement. Exchange Act The Securities Exchange Act of 1934, as amended. "Penny Stock" Security As defined in Rule 3(a)(51) of the Exchange Act a "penny stock" security is any equity security other than a security (i) that is a reported security (ii) that is issued by an investment company (iii) that is a put or call issued by the Options Clearing Corporation (iv) that has a price of $5.00 or more (except for purposes of Rule 419 of the Securities Act) (v) that is registered on a national securities exchange (vi) that is authorized for quotation on the Nasdaq Stock Market, unless other provisions of Rule 3a5l-l are not satisfied, or (vii) that is issued by an issuer with (a) net tangible assets in excess of $2,000,000, if in continuous operation for more than three years or $5,000,000 if in operation for less than three years or (b) average revenue of at least $6,000,000 for the last three years. 18 Securities Act The Securities Act of 1933, as amended. Small Business Issuer As defined in Rule 12b-2 of the Exchange Act, a "Small Business Issuer" is an entity (i) which has revenues of less than $25,000,000 (ii) whose public float (the outstanding securities not held by affiliates) has a value of less than $25,000,000 (iii) which is a United States or Canadian issuer (iv) which is not an Investment Company and (v) if a majority-owned subsidiary, whose parent corporation is also a small business issuer. PART II ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. (a) Market Price. There has been no trading market for the Company's Common Stock for at least the last two years. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. 19 In order to qualify for listing on the Nasdaq SmallCap Market, a company must have at least (i) net tangible assets of $4,000,000 or market capitalization of $50,000,000 or net income for two of the last three years of $750,000; (ii) public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an operating history of one year or, if less than one year, $50,000,000 in market capitalization. For continued listing on the Nasdaq SmallCap Market, a company must have at least (i) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or net income for two of the last three years of $500,000; (ii) a public float of 500,000 shares with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300 shareholders. If, after a merger or acquisition, the Company does not meet the qualifications for listing on the Nasdaq SmallCap Market, the Company's securities may be traded in the NASD's over-the-counter ("OTC") market. The OTC market differs from national and regional stock exchanges in that it (1) is not cited in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. The Company may apply for listing on the NASD OTC Bulletin Board or may offer its securities in what are commonly referred to as the "pink sheets" of the National Quotation Bureau, Inc. To qualify for listing on the NASD OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company for listing on the Bulletin Board. If the Company is unable initially to satisfy the requirements for quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the requirements for continued quotation thereon, and trading, if any, is conducted in the OTC market, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Company's securities. (b) Holders. There are approximately 450 holders of the Company's Common Stock. The issued and outstanding shares of the Company's Common Stock were issued in accordance with the exemptions from registration afforded by Sections 3(b) and 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. (c) Dividends. The Company has not paid any dividends in the past two years, and has no plans to do so in the immediate future. 20 ITEM 2. LEGAL PROCEEDINGS There is no litigation pending or threatened by or against the Company. ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS Subsequent to the closing of the Securities Purchase Agreement, the Company changed accountants at which time the firm of Samuel Klein and Company was retained. Management had no disagreements with the findings of its former accountants. ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES. Except in connection with the exercise of the Warrant, the Company has not sold securities which were not registered during the past three years. ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 78.7502 of the Nevada Revised Statutes provides that a Nevada corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. The Certificate of Incorporation and the by-laws of the Company provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Nevada. The General Corporation Law of the State of Nevada provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer provided that such provision shall not eliminate or limit the liability of a director (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) under Section 78.300 (relating to liability for unauthorized distributions on capital stock) of the Nevada revised statutes. The Company's Certificate of Incorporation contains such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMEPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. 21 PART III ITEM 1. INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (2) Articles of Incorporation and By-laws: 2.1* Articles of Incorporation as amended 2.2* By-laws as amended (23) Consents - Experts: 23.1* Consent of Accountants * filed herewith. 22 INDEX TO FINANCIAL STATEMENTS BAYNON INTERNATIONAL CORPORATION FINANCIAL STATEMENTS Report of Independent Certified Public Accountants F-1 Financial Statements: Assets F-3 Stockholders' Equity F-4 Notes to Financial Statement F-6 23 SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized. BAYNON INTERNATIONAL CORPORATION By: /s/ Pasquale Catizone ------------------------------------------ Pasquale Catizone, Director and President By: /s/ Carmine Catizone ------------------------------------------ Carmine Catizone, Director and Secretary July 8, 1999 24 BAYNON INTERNATIONAL CORPORATION FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 SAMUEL KLEIN AND COMPANY CERTIFIED PUBLIC ACCOUNTANTS ONE NEWARK CENTER NEWARK, N.J. 07102-5255 (973) 624-6100 (212) 269-6214 FAX NUMBER (973) 624-6101 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders of Baynon International Corporation We have audited the accompanying balance sheets of Baynon International Corporation (formerly Technology Associates Corporation) as of December 31, 1998 and 1997, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Out responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Baynon International Corporation as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. SAMUEL KLEIN AND COMPANY Newark, New Jersey April 5, 1999 MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS F-1 BAYNON INTERNATIONAL CORPORATION BALANCE SHEETS December 31, 1998 1997 ---- ---- ASSETS Current Assets: Cash and cash equivalents $50,892 $ -- ------- ------- Total Current Assets 50,892 -- ------- ------- Total Assets $50,892 $ -- ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 1,215 $ -- ------- ------- Total Current Liabilities 1,215 -- ------- ------- Total Liabilities 1,215 -- ------- ------- Stockholders' Equity: Common stock, $.001 par value, 50,000,000 shares authorized, 9,532,692 and 3,532,692 shares issued and outstanding at December 31, 1998 and 1997 9,533 3,533 Additional paid-in-capital 44,000 -- Retained earnings (deficit) (3,856) (3,533) ------- ------- Total Stockholders' Equity 49,677 -- ------- ------- Total Liabilities and Stockholders' Equity $50,892 $ -- ======= ======= - ------------------- The accompanying notes are an integral part of these financial statements. F-2 BAYNON INTERNATIONAL CORPORATION STATEMENTS OF OPERATIONS For the Years Ended December 31, 1998 1997 ---- ---- Revenues $ -- $ -- Cost of Revenues -- -- ------- ------- Gross Profit -- -- Other Costs: General and administrative expenses 1,500 -- ------- ------- Total Other Costs 1,500 -- Other Income and Expense: Interest income 1,177 -- ------- ------- Not Loss before Income Taxes (323) -- Income Taxes -- -- ------- ------- Net Loss $ (323) $ -- ======= ======= - ------------------- The accompanying notes are an integral part of these financial statements. F-3 BAYNON INTERNATIONAL CORPORATION STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
Common Stock $.001 Par Value --------------------------- Common Additional Retained Total Number Stock Paid-In- Earnings Stockholders' of Shares Amount Capital (Deficit) Equity --------- ------ ---------- --------- ------------- Balances, January 1, 1997 3,532,692 $3,533 $ -- $(3,533) $ -- Issuance of Common Shares -- -- -- -- -- Net Income (Loss) for the Year Ended December 31, 1997 -- -- -- -- -- ---------- ------ ------- ------- ------- Balances, December 3l, 1997 3,532,692 3,533 -- (3,533) -- Issuance of Common Shares Upon Exercise of Warrant 6,000,000 6,000 44,000 -- 50,000 Net Loss for the Year Ended December 31, 1998 -- -- -- (323) (323) ---------- ------ ------- ------- ------- Balances, December 31, 1998 $9,532,692 $9,533 $44,000 $(3,856) $49,677 ========== ====== ======= ======= =======
- ------------------- The accompanying notes are an integral part of these financial statements. F-4 BAYNON INTERNATIONAL CORPORATION STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1998 1997 ---- ---- Cash Flows from Operating Activities: Net loss $ (323) $ -- Adjustments to reconcile net loss to net cash provided by operating activities: Increase in accounts payable and accrued expenses 1,215 -- ------- ----- Net Cash Provided by Operating Activities 892 -- ------- ----- Cash Flows from Financing Activities: Issuance of common stock 50,000 -- ------- ----- Net cash provided by financing activities 50,000 -- ------- ----- Net Increase In Cash and Cash Equivalents 50,892 -- Cash and Cash Equivalents, beginning of year -- -- ------- ----- Cash and Cash Equivalents, end of year $50,892 $ -- ======= ===== - ------------------- The accompanying notes are an integral part of these financial statements. F-5 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Baynon International Corporation (formerly known as Technology Associates Corporation and hereinafter referred to as the "Company"), was originally incorporated on February 29, 1968 under the laws of the Commonwealth of Massachusetts to engage in any lawful corporate undertaking. On December 28, 1989, the Company reincorporated under the laws of the State of Nevada. The Company was formerly engaged in the technology marketing business and its securities traded on the National Association of Securities Dealers OTC Bulletin Board. The Company has not engaged in any business operations for at least the last two years and has no operations to date. The Company will attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in identifying or negotiating with any target company. The Company seeks to provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market. Cash and Cash Equivalents For financial statement purposes, short-term investments with a maturity of ninety days or less and highly liquid investments are considered cash equivalents. Use of Management's Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in The years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deterred tax assets to the amount expected to be realized. F-6 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Baynon International Corporation (formerly known as Technology Associates Corporation and hereinafter referred to as the "Company"), was originally incorporated on February 29, 1968 under the laws of the Commonwealth of Massachusetts to engage in any lawful corporate undertaking. On December 28, 1989, the Company reincorporated under the laws of the State of Nevada. The Company was formerly engaged in the technology marketing business and its securities traded on the National Association of Securities Dealers OTC Bulletin Board. The Company has not engaged in any business operations for at least the last two years and has no operations to date. The Company will attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in identifying or negotiating with any target company. The Company seeks to provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market. Cash and Cash Equivalents For financial statement purposes, short-term investments with a maturity of ninety days or less and highly liquid investments are considered cash equivalents. Use of Management's Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. F-7 BAYNON INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of Long-Lived Assets The Company adopted Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS 121 requires that it facts and circumstances indicate that the cost of fixed assets or other assets may be impaired, an evaluation of recoverability would be performed by comparing the estimated future undiscounted pre-tax cash flow associated with the asset to the asset's carrying value to determine if a write-down to market value or discounted pre-tax cash flow value would be required. Comprehensive Income For the year ended December 31, 1998, the Company adopted Statement of Financial Accounting Standard No. 130, Reporting Comprehensive Income ("SFAS 130") This statement establishes rules for the reporting of comprehensive income and its components which require that certain items such as foreign currency translation adjustments, unrealized gains and losses on certain investments in debt and equity securities, minimum pension liability adjustments and unearned compensation expense related to stock issuances to employees be presented as separate components of stockholders' equity. The adoption of SFAS 130 had no impact on total stockholders' equity for either of the years presented in these financial statements. 2. COMMON STOCK The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $.001 per share, of which 9,532,692 shares are issued and outstanding at December 31, 1998. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and nonassessable. Holders of common stock have no preemptive rights to purchase the Company's common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. Pursuant to a certain Securities Purchase Agreement dated as of May 11, 1998, Mr. Pasquale Catizone purchased from the former president and director of the Company an aggregate of 2,597,714 shares of Common Stock for an aggregate purchase price of $23,000. Simultaneous with the closing of the Securities Purchase Agreement, the then officers and directors of the Company tendered resignations from their respective positions, at which time Pasquale Catizone became president and director and Carmine Catizone became secretary, treasurer and director of the Company. Also simultaneous with the closing of the Securities Purchase Agreement, the Company issued to Pasquale Catizone a Common Stock Purchase Warrant for 6,000,000 shares of Common Stock which was exercised on September 17, 1998, and the Company received net proceeds of $50,000. The shares of Common Stock underlying the warrant were distributed to Pasquale Catizone and his nominees, including Carmine Catizone and other family members. Pasquale Catizone and Carmine Catizone are brothers. F-8 EX-2.1 2 EXHIBIT 2.1 EXHIBIT 2.1 ARTICLES OF INCORPORATION AS AMENDED THE COMMONWEALTH OF MASSACHUSETTS JOHN F. X. DAVOREN Secretary of the Commonwealth STATE HOUSE BOSTON, MASS 02133 ARTICLES OF ORGANIZATION (Under G.L. Ch. 156B) Name - ---- (including given name in full) POST OFFICE ADDRESS Harvey M. Cohen 6 Barry Street Randolph, Massachusetts 02 We, Robert L. Goldberg 56 Wilshire Drive Sharon, Massachusetts Richard H. Green 34 Chiswick Road Brighton, Massachusetts Gilbert A. Spack 72 Taxiera Road Stoughton, Massachusetts do hereby associate ourselves as incorporators with the intention of forming a corporation under the provisions of General Laws, Chapter 156B. 1. The name by which the corporation shall be known is: Technology Associates, Inc. 2. The purposes for which the corporation is formed are as follows: To act as business consultants to any person or persons, corporation or corporations including such activities as seeking funds for technological development; marketing of proprietary technology whether patented or not; and seeking trained professionals to act as consultants for industrial clients, and in general to carry on any other business of the same general nature in connection with the foregoing, and to exercise all the powers conferred by the laws of the Commonwealth of Massachusetts, or of any state, territory or country, providing the latter are in harmony with or not inconsistent with the former. 3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows: - -------------------------------------------------------------------------------- WITHOUT PAR VALUE WITH PAR VALUE CLASS OF STOCK NUMBER OF SHARES NUMBER OR SHARES PAR VALUE - -------------------------------------------------------------------------------- Preferred - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Common 100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established: None 5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows: The parties, their heirs, assigns, executors and administrators agree that if anyone desired to dispose of all or any part of his stock, he shall first offer it for sale to the remaining parties at is then fair book value. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: None *If there are no provisions state "None". 7. The first meeting of the incorporators was duly held on the 27th day of February, 1968 at which by-laws of the corporation were duly adopted and at which the initial directors, president, treasurer and clerk, whose names are set out below, were duly elected. 8. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation. a. The post office address of the initial principal office of the corporation in Massachusetts is: -2- 739 Boylston Street, Suite 110 Boston, Massachusetts b. The name, residence, and post office address of each of the initial directors and following officers of the corporation elected at the first meeting are as follows: NAME RESIDENCE POST OFFICE ADDRESS President: Harvey M. Cohen 6 Barry Street same Randolph, Massachusetts Treasurer: Gilbert A. Spack 72 Taxiera Road same Stoughton, Massachusetts Clerk: Richard H. Green 34 Chiswick Road same Brighton, Massachusetts Directors: Robert L. Goldberg 56 Wilshire Drive same Sharon, Massachusetts Gilbert A. Spack See above Richard H. Green See above Harvey M. Cohen See above c. The date initially adopted on which the corporation's fiscal year end is: June 30 d. The date initially fixed in the by-laws of the annual meeting of the stockholders of the corporation is: July 1 e. The name and business address of the registered agent, if any, of the corporation are: None IN WITNESS WHEREOF, and under the penalties of perjury, we, the above-named INCORPORATORS, hereto sign our names, this 27th day of February 1968. -------------------------------------------- -------------------------------------------- -------------------------------------------- -------------------------------------------- -3- THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF ORGANIZATION GENERAL LAWS, CHAPTER 156B, SECTION 12 ======================================= I hereby certify that, upon an examination of the within-written articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $75.00 having been paid, said articles are deemed to have been filed with me this 29th day of February 1968. ---- -------- -- JOHN F. X. DAVOREN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT TO: Robert L. Goldberg - --------------------------------------- 56 Wilshire Drive - --------------------------------------- Sharon, Massachusetts - --------------------------------------- FILING FEE: 1/20 of 1% of the total amount of the authorized capital stock with par value, and one cent a share for all authorized shares without par value, but not less than $75. General Laws, Chapter 156B. Copy Mailed -4- THE COMMONWEALTH OF MASSACHUSETTS JOHN F. X. DAVOREN Secretary of the Commonwealth STATE HOUSE, BOSTON, MASS. ARTICLES OF AMENDMENT General Laws, Chapter 156B, Section 72 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. - -------------- We, Harvey M. Cohen , President/vice-president, and Austin Broadhurst , Clerk/Assistant Clerk of TECHNOLOGY ASSOCIATES, INC. - -------------------------------------------------------------------------------- (Name of Corporation) located at 101 Tremont Street, Boston, Massachusetts --------------------------------------------------------------------- do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on December 9, 1969, by vote of 354,900 shares of Common Stock out of 401,800 shares outstanding, - --------- ------------ ------- _________ shares of ____________ out of _______ shares outstanding, and _________ shares of ____________ out of _______ shares outstanding, being at least a majority of each class outstanding and entitled to vote thereon: CROSS OUT two thirds of each class outstanding and entitled to vote thereon and INAPPLICABLE of each class or series of stock whose rights are adversely affected CLAUSE thereby: SEE NEXT PAGE -5- For amendments adopted pursuant to Chapter 156B, Section 70. For amendments adopted pursuant to Chapter 156B, Section 71. NOTE: Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 8 1/2" wide x 11" high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used. -6- VOTED: That there be and hereby is authorized an increase in the common stock, par value one cent per share, of the corporation now authorized from 1,000,000 shares to 2,000,000 shares and that to effect such increase there be and hereby is authorized an amendment of the articles of organization of the corporation striking out the provisions thereof stating the total number of shares and the par value, if any, of the each class of stock which the corporation is authorized to issue and by inserting in their place the following provisions, namely: "The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows: With Par Value -------------- Class of Stock Number of Shares Par Value - -------------- ---------------- --------- Common 2,000,000 1 cent ($.01)" The foregoing amendment will become effect when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this Ninth day of December , in the year 1969. ________________________________________________________President/Vice President ________________________________________________________Clerk/Assistant Clerk -7- THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) I hereby approve the within articles of amendment and the filing fee in the amount of $500.00 having been paid, said articles are deemed to have been filed with me this 10th day of December , 1969. JOHN F. X. DAVOREN Secretary of the Commonwealth State House, Boston, Mass. TO BE FILLED IN BY CORPORATION Photo Copy of Amendment to be Sent TO: Ely, Bartlett, Brown & Proctor - -------------------------------------- 225 Franklin Street - -------------------------------------- Boston, Massachusetts 02110 - -------------------------------------- AB Copy Mailed -8- THE COMMONWEALTH OF MASSACHUSETTS JOHN F. X. DAVOREN Secretary of the Commonwealth STATE HOUSE, BOSTON, MASS 02133 ARTICLES OF AMENDMENT General Laws, Chapter 156B, Section 72 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. - -------------- We, Harvey M. Cohen , President/vice-president, and Edward Z. Pollock , Clerk/Assistant Clerk of TECHNOLOGY ASSOCIATES, INC. - -------------------------------------------------------------------------------- (Name of Corporation) located at 739 Boylston Street, Boston, Massachusetts --------------------------------------------------------------------- do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on December 27, 1968, by vote of 100 shares of Common out of 100 shares outstanding, - ----- ------ --- _____ shares of ______ out of ___ shares outstanding, and _____ shares of ______ out of ___ shares outstanding, being all of each class outstanding and entitled to vote thereon: CROSS OUT two thirds of each class outstanding and entitled to vote thereon and INAPPLICABLE of each class or series of stock whose rights are adversely affected CLAUSE thereby: -9- For amendments adopted pursuant to Chapter 156B, Section 70. For amendments adopted pursuant to Chapter 156B, Section 71. NOTE: Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 8 1/2" wide x 11" high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used. -10- FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING: ________ shares preferred with par value ________ shares common The total amount of capital stock already authorized is ________ shares preferred without par value ________ shares common ________ shares preferred with par value ________ shares common The amount of additional capital stock authorized is ________ shares preferred without par value ________ shares common VOTED: That the existing Common Stock without par value of the Corporation be and it hereby is retired and cancelled and that 500,000 new Common Shares of stock with par value of one cent ($.01) each be hereby authorized and upon surrender of the certificates of Common Stock now outstanding the stockholder shall be entitled to receive certificates for 2,850 new shares of Common Stock with par value for each share represented by the certificate surrendered. VOTED: To amend the Articles of Organization of the Corporation by completely deleting the paragraphs on page 2 referring to "the restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class" this resolution to become effective as of December 27, 1968. -11- THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) I hereby approve the within articles of amendment and the filing fee in the amount of $300.00 having been paid, said articles are deemed to have been filed with me this 27th day of December , 1968. JOHN F. X. DAVOREN Secretary of the Commonwealth State House, Boston, Mass. TO BE FILLED IN BY CORPORATION Photo Copy of Amendment to be Sent TO: MISHARA, POLLOCK and CUSHNER - ---------------------------------- 92 State Street - ---------------------------------- Boston, Massachusetts - ---------------------------------- Copy Mailed -12- THE COMMONWEALTH OF MASSACHUSETTS JOHN F. X. DAVOREN Secretary of the Commonwealth STATE HOUSE, BOSTON, MASS 02133 RESTATED ARTICLES OF ORGANIZATION General Laws, Chapter 156B, Section 74 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. - -------------- We, Harvey M. Cohen , President/vice-president, and Robert L. Goldberg , Clerk/Assistant Clerk of TECHNOLOGY ASSOCIATES, INC. - -------------------------------------------------------------------------------- (Name of Corporation) located at 101 Tremont Street, Boston, Massachusetts --------------------------------------------------------------------- do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on September 9, 1969, by vote of 287,000 shares of Common Stock out of 349,000 shares outstanding, - --------- ------------ ------- _________ shares of ____________ out of ______ shares outstanding, and _________ shares of ____________ out of ______ shares outstanding, being at lease two-thirds of each class of stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby: 1. The name by which the corporation shall be known is: - Technology Associates, Inc. 2. The purpose for which the corporation is formed are as follows: See Sheet 2A NOTE: Provisions for which the space provided under articles 2, 4, 5, and 6 is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Indicate under each article where the provision is set out. Continuation sheets shall be on 8 1/2" wide x 11" high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used. -13- 3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows: WITHOUT PAR VALUE WITH PAR VALUE CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE Preferred None None Common None 1,000,000 1 cent (.01) 4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established: None 5. The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows: None 6. Other lawful provision, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: See Sheets 6A, 6B, 6C If there are no such provisions, state "None". -14- To carry on a general business of providing consulting services and assistance of every kind and nature, including but not limited to raising funds for technological development and to marketing of technological ideas in whatever form, to business and other organizations however formed and wherever located; to carry on a general business of manufacturing or otherwise producing, acquiring, preparing for market, buying and selling, dealing in and with and disposing of and developing, one or more, devices, goods, wares, and merchandise of any kind or sort, whether or not cognate to any consulting business, and any and all kinds of other compounds and products and any and all products and by-products thereof, any and all ingredients, supplies and items in any stage of production, used or useful in combination with, in substitution for or otherwise in connection with or of which any one or more such products, by-products, ingredients, supplies or items form, or are suitable to form, a component part and all related machinery, appliances, and apparatus and tools; to discover, invent or acquire rights and interests in inventions, designs, patents, patent rights and licenses, trademarks, trade names, copyrights and trade secrets in any field, whether or not cognate to any other activity of the corporation, and to hold, use, dispose of the same; to join with others in any enterprise conductive to the success of the corporation, in such manner and on such terms and conditions as may be agreed upon; and in general to carry on any and all businesses and activities permitted corporations organized under said Chapter 156B wherever the same lawfully may be done. -15- The following provisions are hereby established for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders: Meetings of stockholders may be held anywhere in the United States as shall be determined from time to time by the directors or as shall be stated in the call of the meeting. The by-laws may provide that the directors may take, amend or repeal the by-laws, in whole or in part, except with respect to any provision thereof which by law, by the articles of organization or by the by-laws requires action by the stockholders. Except as specifically authorized by statute, no stockholder shall have any right to examine any property or any books, accounts or other writings of the corporation if there is reasonable ground for belief that such examination will for any reason be adverse to the interests of the corporation, and a vote of the directors refusing permission to make such examination and setting forth that in the opinion of the directors such examination would be adverse to the interests of the corporation shall be prima facie evidence that such examination would be adverse to the interests of the corporation. Every such examination shall be subject to such reasonable regulations as the directors may establish in regard thereto. The corporation may enter into contracts and otherwise transact business as vendor, purchaser or otherwise with its directors, officers and stockholders and with corporations, joint stock companies, trusts, firms and associations in which they are or may be or become interested as directors, officers, shareholders, members, trustees, beneficiaries or otherwise as freely as though such adverse interest did not exist even through the vote, action or presence of such director, officer or stockholder may be necessary to obligate the corporation upon such contract or transaction; and no such contract or transaction shall be avoided and no such director, officer or stockholder shall be held liable to account to the corporation or to any creditor or stockholder of the corporation for any profit or benefit realized by him through any such contract or transaction by reason of such adverse interest nor by reason of any fiduciary relationship of such director, officer or stockholder to the corporation arising out of such office or stock ownership; provided (in the case of directors and officers but not in the case of any stockholder who is not a director or officer of the corporation) the nature of the interest of such director or officer, though not necessarily the details or extent thereof, be known by or disclosed to the directors. Ownership or beneficial interest in a majority of the stock or securities of another corporation, joint stock company, trust, firm or association shall not be deemed to constitute an interest adverse to this corporation in such other corporation, joint stock company, trust, firm or association and need not be disclosed. A general notice that a director or officer of the corporation is interested in any corporation, joint stock company, trust, firm or association shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, joint stock company, trust, firm or association. In any event the authorizing or ratifying vote of a majority of the capital stock of the corporation outstanding and entitled to vote passed at a meeting duly called and held for the purpose shall validate any such contract or transaction as against all stockholders of the corporation, whether of record or not at the time of such vote, and as against all creditors and other claimants, under the corporation, and no contract or transaction shall be avoided by reason of any provision of this paragraph which would be valid but for these provisions. The corporation shall, to the extent legally permissible, indemnify each of its directors and officers and persons who serve at its request as directors or officers of another organization in which it owns shares or of which it is a creditor, against all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, while in office or thereafter by reason of his acts or omissions as such director officer, unless in such proceeding -16- he shall be finally adjudged not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation; provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such director or officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interests of the corporation, after notice that is involves such indemnification, (a) by a vote of the directors in which no interested director participates, or (b) by a vote or the written approval of the holders of a majority of the outstanding stock at the time having the right to vote for directors, not counting as outstanding any stock owned by an interested director or officer. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under these provisions. The rights of indemnification hereby provided shall not be exclusive of or affect other rights in which any director or officer may be entitled. As used in this paragraph, the terms "director and officer" include their respective heirs, executors and administrators, and an "interested" director or officer is one against whom as such the proceeding in question or another proceeding on the same or similar grounds is then pending. Indemnification of employees and other agents of the corporation (including persons who serve at its request as employees or other agents of another organization in which it owns shares or of which it is a creditor) may be provided by the corporation to whatever extent shall be authorized by to or in consequence of which indemnification may be sought. Any indemnification to which a person is entitled under these provisions may be provided although the person to be indemnified is no longer a director, officer, employee or agent of the corporation or of such other organization. The terms and conditions upon which a sale or exchange of all the property and assets, including the good will of the corporation, or any part thereof, is voted may include the payment therefor in whole or in part in shares, notes, bonds or other certificates of interest or indebtedness of any voluntary association, trust, joint stock company or corporation. Such vote or a subsequent vote may in the event of or in contemplation of proceedings for the dissolution of the corporation also provide, subject to the rights of creditors and preferred stockholders of the corporation, of the proceeds of any such sale or exchange, whether such proceeds be in cash or in securities as aforesaid (at values to be determined by the directors). -17- We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles 2,3* and 6 (If there are no such amendments, state "None".) * Increased authorized capital from 500,000 shares of common stock par value .01 per share to 1,000,000 shares IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 9th day of September in the year 1969. ________________________________________________________President/Vice President ________________________________________________________Clerk/Assistant Clerk -18- The Commonwealth of Massachusetts Articles of Amendment (General Laws, Chapter 156B, Section 72) I hereby approve the within articles of amendment and, the filing fee in the amount of $ having been paid, said articles are deemed to have been filed with me this day of , 1982. Paul Guzzi Secretary of the Commonwealth State House, Boston, Mass. To be filed in by Corporation Photo Copy of Amendment to be sent TO: Pasqualino J. Sarni 98 Central Street Somerville, Mass. 02143 Telephone: 617-776-5567 The Commonwealth of Massachusetts Paul Guzzi Secretary of the Commonwealth One Ashburton Place, Boston, Mass. 02108 Articles of Amendment General laws, Chapter 156B, Section 72 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. We James F. Laura, President, Pasqualino J. Sarni, Clerk/Assistant Clerk of Technology Associates, Inc. located at 8 Commercial Wharf S., Boston, Mass. 02110 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on December 23, 1982, by vote of 1,041,820 shares of common out of 1,358,450 shares outstanding, being at least two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby.(1) - -------------------------- (1) For amendments adopted pursuant to Chapter 156S, Section 71. NOTE: Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 8 1/2" wide x 11" high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used. -19- For Increase in Capital Fill in the Following: ____________ shares preferred with par value $.01 The total amount of capital stock Already Authorized is 2,000,000 shares common ----------------------- ____________ Shares preferred Without par value ____________ Shares common ____________ shares preferred with par value $.001 The amount of additional capital stock authorized is: 10,000,000 shares common ------------------------ ____________ Shares preferred Without par value ____________ Shares common VOTED: That the existing Common Stock par value $.01 of the Corporation be and it hereby is retired and cancelled and that 10,000,000 new common shares of stock with a par value of One Thousandth of One Dollar ($.001) each be hereby authorized and upon surrender of the certificates of Common Stock $.01 par value the shareholders shall be entitled to receive one share of the new Common Stock with a par value of $.001 per share for each share of $.01 par value common stock surrendered. Articles of Incorporation Of Technology Associates Corporation Article I The complete name of the Corporation is to be: Technology Associates Corporation. -20- Article II Its principal office in the state of Nevada is to be located at 2235 East Flamingo Road, Suite 100, in the City of Las Vegas, County of Clark. The registered agent in charge thereof is Darrell Lincoln Clark, Esq. Article III The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the general corporation laws of Nevada. Article IV The total amount of authorized capital stock of this corporation is 50,000,000 shares having a par value of $.001 per share. Each share shall be entitled to the same dividend, liquidation, and voting rights. Each share of said stock issued shall be issued fully paid and non-assessable. Article V The members of the governing board of this corporation shall be styled directors and the number thereof at the inception of this Corporation shall be one (1) or more. The directors need not be shareholders of the Corporation, nor residents of the State of Nevada. The number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of the Corporation. The names and post office addresses of the first board of directors who shall hold office until their successors are fully elected, are as follows: Name Address James M. McCully 2235 East Flamingo Road, Suite 100 Las Vegas, Nevada 89109 Article VI The capital stock of this Corporation, after the amount of the subscription price has been paid in, shall never be assessable, or assessed to pay debts of the Corporation. Article VII The names and addresses of each of the incorporators signing these Articles of Incorporation are as follows: Name Address James M. McCully 2235 East Flamingo Road, Suite 100 Las Vegas, Nevada 89109 -21- Article VIII This Corporation shall be perpetual unless otherwise amended by the Directors. Article IX The Directors shall have the power to make and to alter or amend the By-Laws; to set the amount to be reserved as working capital and to authorize and cause to be executed mortgages and liens without limit as to amount, upon the property and franchise of the Corporation. Within the consent in writing and pursuant to a majority of the holders of the capital stock issued and outstanding, the directors shall the authority to dispose, in any manner, of the whole property of this corporation. The By-Laws shall determine whether and to what extend the accounts and books of this Corporation, or any of them shall be open to the inspection of the shareholders; and no shareholder shall have any right of inspection any account, or book or document of the Corporation, except as conferred by the law or By-Laws or by resolution of the shareholders. The shareholders and Directors shall have the power to hold their meetings and keep the books, documents and papers of the Corporation, except as conferred by the law or By-Laws or by resolution of the shareholders. The shareholders and Directors shall have the power to hold their meetings and keep the books, documents and papers of the Corporation outside of the State of Nevada, at such places as may be from time to time designated by the By-Laws or by resolution of the shareholders and Directors, except as otherwise required by the laws of Nevada. It is the intention that the objects, purposes and powers specified in Article III hereof shall, except where otherwise specified in said Article, be nowise limited or restricted by reference to or inference from the terms of any other clause or Article in this Certificate of Incorporation, but that the objects, purposes and powers specified in Article II and in each of the clauses or Articles of this Charter shall be regarded as independent objects, purposes and powers. Article X After the formation of this Corporation, each shareholder shall be entitled to purchase and/or subscribe for the number of shares of this Corporation which may hereafter be authorized and issued for money. Each shareholder shall have the same rights as any individual to purchase said stock, but shall not have any pre-emptive rights as that term is defined under NRS 78.265. -22- In Witness Whereof, I, the undersigned constituting the sole incorporator and intended shareholder, for the purposes of forming a Corporation under the laws of the State of Nevada, do make, file and record these Articles of Incorporation, and do certify that the facts herein are true and I have accordingly hereunto set my hand this September 1985. ----------------------- James M. McCully County of Orange ) ) SS State of California ) On this 20th September 1985, before me, a notary public in and for said County and State, personally appeared James M. McCully known to me to be the person whose name is subscribed to the foregoing instrument, he duly acknowledged to me that he executed the same for the purpose therein mentioned. In Witness Whereof, I have hereunto set my hand and offered by official seal in said County and State the day and year in this Certificate first above written. --------------------- Notary Public Certificate of Amendment Of Incorporation Of Technology Associates Corporation No. 4871-86 Pursuant to the applicable provisions of the Nevada Corporation laws as revised the undersigned corporation hereby adopts this Article of Amendment to its Articles of Incorporation. Amendment #1 Article I Article I of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article I substituted therefore as if it had been a part of the original Articles of Incorporation: Article I The complete name of this Corporation is; Metcer Technologies Corporation -23- This amendment was submitted to the Stockholders of this corporation on November 10, 1989 in the manner provided by the Nevada Corporation laws as revised Section 78.385 and 78.390, and, Stockholders representing an excess of fifty (50) percent of the total number of shares of its capital stock issued voted in favor of the amendment. Said amendment to become effective upon the date it is filed in the office of the Secretary of State. Dated November 10, 1989 By ________________________ By _________________________ James M. McCully, President Gary M. Aller, Secretary Articles of Incorporation Of Technology Associates Corporation Article I The name of the Corporation is to be: Technology Associates Corporation Article II Its principal office in the State of Nevada is to be located at 1200 South Eastern Avenue, in the City of Las Vegas, County of Clark. The registered agent in charge thereof is Kelly H. Swanson, Esq. Article III The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the general corporation laws of Nevada. Article IV The total amount of authorized capital stock of this Corporation is 50,000,000 shares having a par value of $.001 per share. Each share shall be entitled to the same dividend, liquidation, and voting rights. -24- Article V The members of the governing board of this Corporation shall be styled directors and the number thereof at the inception of this Corporation shall be one (1). The Directors need not be Shareholders of this Corporation, nor residents of the State of Nevada. The number of Directors may from time to time be increased or decreased in such manner as shall be provided for by the By-Laws of this Corporation. The name and post office address of the first Board of Directors who shall hold office until his successor is duly elected, is as follows: Name Address Beckey Behnen 1900 Silver Avenue Las Vegas, NV 89102 Article VI The Capital Stock of this Corporation, after the amount of the subscription price has been paid in, shall never be assessable, or assessed to pay debts of this Corporation. Article VII The name and address of the Incorporator signing these Articles of Incorporation is as follows: Name Address Beckey Behnen 1900 Silver Avenue Las Vegas, NV 89102 Article VIII The period of duration of this Corporation shall be perpetual unless otherwise amended by the Shareholders. Article IX The Directors shall have the power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed mortgages and liens, without limit as to amount, upon the property and franchise of this Corporation. With the consent in writing, and pursuant to a vote of the majority of the holders of the capital stock issued and outstanding, the Directors shall have the authority to dispose of, in any manner, the whole property of this Corporation. The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them shall be open to the inspection of the Shareholders; and no shareholder shall have any right of inspection of any account, book, or document of this Corporation, except as conferred by the law or By-Laws or by resolution of the Shareholders. The Shareholders and Directors shall have the power to hold meetings and keep the books, documents and papers of this Corporation, except as conferred by the law or By-Laws or by resolution of the Shareholders. -25- The Shareholders and Directors shall have the power to hold meetings and keep the books, documents and papers of the Corporation outside of the State of Nevada, at such places as may be from time to time designated by the By-Laws or by resolution of the Shareholders and Directors, except as otherwise required by the laws of Nevada. It is the intention that the objects, purposes and powers specified in Articles III hereof shall, except where otherwise specified in Article III, be nowise limited or restricted by reference to or inference from the terms of any other clause or Article in this Certificate of Incorporation, but that the object, purpose and powers specified in Article III and each of the clauses or Articles of this Charter shall be regarded as independent objects, purposes, and powers. Article X After formation of this Corporation, each Shareholder shall be entitled to purchase and/or subscribe for the number of shares of this Corporation which may hereafter be authorized and issued for money. Each Shareholder shall have the same rights as any individual to purchase said stock, but shall not have any pre-emptive rights as that term is defined under NRS 78.265. In Witness Whereof, I, the undersigned constituting the sole Incorporator and Intended Shareholder, being less than three Shareholders, for the purpose of forming a Corporation under the laws of the State of Nevada, do make, file and record these Articles of Incorporation, and do certify that the facts herein are true and I have accordingly hereunto set my hand this 14th day of November, 1989. Beckey Behnen --------------------- Incorporator County of Clark ) ) SS State of Nevada ) On this 14th day of November, 1989, before me, a Notary Public in and for said County and State, personally appeared Beckey Behnen known to me to be the person whose name is subscribed to the foregoing instrument, who duly acknowledged to me that he executed the same for the purpose therein mentioned. In Witness Whereof, I have hereunto set my hand and official seal in said County and State this 14th day of November, 1989 ----------------------- Notary Public -26- State of Nevada - Department of State 11104-89 Technology Associates Corporation Nevada 12/89 12/90 Kelly H. Swanson 1200 S. Eastern Avenue Las Vegas, NV 89102 I, Frankie Sue Del Papa, the duly qualified and acting Secretary of State of Nevada do hereby certify that the above corporation after having paid the annual fee of $50.00 for filing in this office a list of its officers and directors and designation of resident agent for the above filing period, together with penalty in the sum of $50.00 and having also filed the aforesaid list as required by Nevada Revised Statutes Section 78.150-78.165 and 80.110-80.140, as amended, is hereby authorized to transact and conduct its business within this state for the aforesaid period. This certificate becomes a receipt upon being Frankie Sue Del Papa Validated by the Office of Secretary of State Secretary of State Certificate of Amendment Of Incorporation Of Technology Associates Corporation No. 11104-89 Pursuant to the applicable provisions of the Nevada Corporation Laws as revised, the undersigned corporation hereby adopts this Article of Amendment to its Articles of Incorporation: Amendment #1 Article 1 Article I, of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article I substituted therefore as if it had been part of the original Articles of Incorporation: Article 1 The complete name of the Corporation is: Baynon International Corp. This amendment was submitted to the stockholders of this Corporation on May 19, 1992, in the manner provided by the Nevada Corporation Laws as revised, Section 78.385 and 78,.390, and, Stockholders representing in excess of Eighty-Five (85) percent of the total number of shares of its capital stock issued, voted in favor of this amendment. Said amendment to become effective upon the date it is filed in the Office of The Secretary of State. Dated May 19, 1992 By: __________________________________ By: _________________________ Nicholas G. Behnen, President Beverly Stuart, Secretary -27- EX-2.2 3 EXHIBIT-2.2 EXHIBIT 2.2 BY-LAWS AS AMENDED BY-LAWS OF TECHNOLOGY ASSOCIATES CORPORATION ARTICLE I MEETING OF STOCKHOLDERS SECTION 1. The annual meeting Of the stockholders of the Company shall be held at its office in the City of Las Vegas Clark County, Nevada at 10:00 o'clock in the a.m. on the 15th. day of April in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, for the purpose of electing directors of the company to serve during the ensuing year and for the transaction of such other business as may be brought before the meeting. At least five days' written notice specifying the time and place, when and where, the annual meeting shall be convened, shall be mailed in a United States Post Office addressed to each of the stockholders of record at the time of issuing the notice at his or her, or its address last known, as the same appears on the books of the company. SECTION 2. Special meetings of the stockholders may be held at the office of the company in the State of Nevada, or elsewhere, whenever called by the President, or by the Board of Directors, or by vote of, or by an instrument in writing signed by the holders of 51% of the issued and outstanding capital stock of the company. At least ten days' written notice of such meeting, specifying the day and hour and place, when and where such meeting shall be convened, and objects for calling the same, shall be mailed in a United States Post Office, addressed to each of the stockholders of record at the time of issuing the notice, at his or her or its address last known, as the same appears on the books of the company, SECTION 3. If all the stockholders of the company shall waive notice of a meeting, no notice of such meeting shall be required, and whenever all of the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken. The written certificate of the officer or officers calling any meeting setting forth the substance of the notice, and the time and place of the mailing of the same to the several stockholders, and the respective addresses to which the same were mailed, shall be prima facie evidence of the manner and fact of the calling and giving such notice. If the address of any stockholder does not appear upon the books of the company, it will be sufficient to address any notice to such stockholder at the principal office of the corporation. SECTION 4. All business lawful to be transacted by the stockholders of the company, may be transacted at any special meeting or at any adjournment thereof. Only such business, however, shall be acted upon at special meeting of the stockholders as shall have been referred to in the notice calling such meetings, but at any stockholders' meeting at which all of the outstanding capital stock of the company is represented, either in person or by proxy, any lawful business may be transacted, and such meeting shall be valid for all purposes. SECTION 5. At the stockholders' meetings the holders of 51 percent (51%) in amount of the entire issued and outstanding capital stock of the company, shall constitute a quorum for all purposes of such meetings. If the holders of the amount of stock necessary to constitute a quorum shall fail to attend, in person or by proxy at the time and place fixed by these By-laws for any annual meeting, or fixed by a notice as above provided for a special meeting a majority in interest of the stockholders present in person or by proxy may adjourn from time to time without notice other than by announcement at meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. SECTION 6. At each meeting of the stockholders every stockholder shall be entitled to vote in person or by his duly authorized proxy appointed by instrument in writing subscribed by such stockholder or by his duly authorized attorney. Each stockholder shall have one vote for each share of stock standing registered in his or her or its name on the books of the corporation, ten days preceding the day of such meeting. The votes for directors, and upon demand by any stockholder, the votes upon any question before the meeting, shall be viva voce. At each meeting of the stockholders, a full, true and complete list, in alphabetical order, of all the stockholders entitled to vote at such meeting, and indicating the number of shares held by each, certified by the Secretary of the Company, shall be furnished, which list shall be prepared at least ten days before such meeting, and shall be open to the inspection of the stockholders, or their agents or proxies, at the place where such meeting is to be held, and for ten days prior thereto. Only the persons in whose names shares of stock are registered on the books of the company for ten days preceding the date of such meeting, as evidenced by the list of stockholders, shall be entitled to vote at such meeting. Proxies and powers of Attorney to vote must be filed with the Secretary of the Company before an election or a meeting of the stockholders, or they cannot be used at such election or meeting. SECTION 7. At each meeting of the stockholders the polls shall be opened and closed; the proxies and ballots issued, received, and be taken in charge of, for the purpose of the meeting, and all questions touching the qualifications of voters and the validity of proxies, and the acceptance or rejection of votes, shall be decided by two inspectors. Such inspectors shall be appointed at the meeting by the presiding officer of the meeting. SECTION 8. At the stockholders' meetings, the regular order of business shall be as follows, 1. Reading and approval of the Minutes of previous meeting or meetings; 2. Reports of the Board of Directors, the President, Treasurer and Secretary of the Company in the order named; 3. Reports of Committee; 4. Election of Directors; 5. Unfinished Business; 6. New Business; 7. Adjournment. -2- ARTICLE II DIRECTORS AND THEIR MEETINGS SECTION 1. The Board of Directors of the Company shall consist of Three persons who shall be chosen by the stockholders annually, at the annual meeting of the Company, and who shall hold office for one year, and until their successors are elected and qualify. SECTION 2. When any vacancy occurs among the Directors by death, resignation, disqualification or other cause, the stockholders, at any regular or special meeting, or at any adjourned meeting thereof, or the remaining Directors, by the affirmative vote of a majority thereof, shall elect a successor to hold office for the unexpired portion of the term of the Director whose place shall have become vacant a until his successor shall have been elected and shall qualify. SECTION 3. Meeting of the Directors may be held at the principal office of the company in the state of Nevada or elsewhere, at such place or places as the Board of Directors may, from time to time, determine. SECTION 4. Without notice or call, the Board of Directors shall hold its first annual meeting for the year immediately after the annual meeting of the stockholders or immediately after the election of Directors at such annual meeting. Regular meetings of the Board of Directors shall be held at the office of the company in the City of Las Vagas State Of Nevada on 15th April at 10:00 o'clock in the A.M. Notice of such regular meetings shall be mailed to each Director by the Secretary at least three days previous to the day fixed for such meetings, but no regular meeting shall be held void or invalid if such notice is not given provided the meeting is held at the time and place fixed by these by-laws for holding such regular meetings. Special meetings of the Board of Directors may be held on the call of the President or Secretary on at least three days notice by mail or telegraph. Any meeting of the Board, no matter where held, at which all of the members shall be present even though without or of which notice shall have been waived by all absentees, provided a quorum shall be present, shall be valid for all purposes unless otherwise indicated in the notice calling the meeting or if the waiver of notice. Any and all business may be transacted by any meeting of the Board of Directors, either regular or special. SECTION 5. A majority of the Board of Directors in office shall constitute a quorum for the transaction of business, but if at any meeting of the Board there be less than a quorum present, majority of those present may adjourn from time to time, until a quorum shall be present, and no notice of such adjournment shall be required. The Board of Directors may prescribe rules not in conflict with these By-laws for the conduct of its business; provided, however, that in the fixing of salaries of the officers of the corporation, the unanimous action of all of the Directors shall be required. SECTION 6. A Director need not be a stockholder of the corporation. SECTION 7. The Directors shall be allowed and paid all necessary expenses incurred in attending any meeting of the Board, but shall not receive any compensation for their services as Directors until such time as the company is able to declare and pay dividends on its capital stock. -3- SECTION 8. The Board Of Directors shall make a report to the stockholders at annual meetings the stockholders of the condition of the company, and shall, at request, furnish each of the stockholders with a true copy thereof. The Board of Directors in its discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders called for the purpose of considering any such contract or act, which, it approved, or ratified by the vote of the holders of a majority of the capital stock of the company represented in person or by proxy at such meeting, provided that a lawful quorum of stockholders be there represented in person or by proxy, shall be valid and binding upon the corporation and upon all the stockholders thereof, as if it had been approved or ratified by every stockholder of the corporation. SECTION 9. The Board of Directors shall have the power from time to time to provide for the management of the offices of the company in such manner as they see fit, and in particular from time to time delegate any of the powers of the Board in the course of the current business of the company to any standing or special committee or to any officer or agent and to appoint any persons to be agents the company with such powers (including the power to subdelegate), and upon such terms as may deemed fit. SECTION 10. The Board of Directors is invested with the complete and unrestrained authority in the management of all the affairs of the company, and is authorized to exercise for such purpose as the General Agent of the Company, its entire corporate authority. SECTION 11. The regular order of business at meetings of the Board of Directors shall be as follows: 1. Reading and approval of the minutes of any previous meeting or meetings; 2. Reports of officers and committeemen; 3. Election of officers; 4. Unfinished business; 5. New business; 6. Adjournment. -4- ARTICLE III OFFICERS AND THEIR DUTIES SECTION 1. The Board of Directors, at its first and after each meeting after the annual meeting of stockholders, shall elect a President, a Vice-President, a Secretary and a Treasurer, to hold office for one year next coming, and until their successors are elected and qualify. The offices of the Secretary and Treasurer may be held by one person. Any vacancy in any of said offices may be filled by the Board of Directors. The Board of Directors may from time to time, by resolution, appoint such additional Vice Presidents and additional Assistant Secretaries, Assistant Treasurer and Transfer Agents of the company as it may deem advisable; prescribe their duties, and fix their compensation, and all such appointed officers shall be subject to removal at any time by the Board of Directors. All officers, agents, and factors of the company shall be chosen and appointed in such manner and shall hold their office for such terms as the Board of Directors may by resolution prescribe. SECTION 2. The President shall be the executive officer of the company and shall have the supervision and, subject to the control of the Board of Directors, the direction of the Company's affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the company. He shall be a member of the Executive Committee, and the Chairman thereof; he shall preside at all meetings of the Board of Directors, and at all meetings of the stockholders, and shall sign the Certificates of Stock issued by the company, and shall perform such other duties as shall be prescribed by the Board of Directors. SECTION 3. The Vice-President shall be vested with all the powers and perform all the duties of the President in his absence or inability to act, including the signing of the Certificates of Stock issued by the company, and he shall so perform such other duties as shall be prescribed by the Board of Directors. SECTION 4. The Treasurer shall have the custody of all the funds and securities of the company. When necessary or proper he shall endorse on behalf of the company for collection checks, notes, and other obligations; he shall deposit all monies to the credit of the company in such bank or banks or other depository as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made by the company, except as herein otherwise provided. He shall sign with the President all bills of exchange and promissory notes of the company; he shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the company as the Board of Directors shall designate; he shall sign all papers required by law or by those By-Laws or the Board of Directors to be signed by the Treasurer. Whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter regularly in the books of the company to be kept by him for the purpose, full and accurate accounts of all monies received and paid by him on account of the company. He shall at all reasonable times exhibit the books of account to any Directors of the company during business hours, and he shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors. The Treasurer shall, if required by the Board of Directors, give bond to the company conditioned for the faithful performance of all his duties as Treasurer in such sum, and with such security as shall be approved by the Board of Directors, with expense of such bond to be borne by the company. -5- SECTION 5. The Board of Directors may appoint an Assistant Treasurer who shall have such powers and perform such duties as may be prescribed for him by the Treasurer of the company or by the Board of Directors, and the Board of Directors shall require the Assistant Treasurer to give a bond to the company in such sum and with such security as it shall approve, as conditioned for the faithful performance of his duties as Assistant Treasurer, the expense of such bond to be borne by the company. SECTION 6. The Secretary shall keep the Minutes of all meetings of the Board of Directors and the the Minutes of all meetings of the stockholders and of the Executive Committee in books provided for that purpose. He shall attend to the giving and serving of all notices of the company; he may sign with the President or Vice-President, in the name of the Company, all contracts authorized by the Board of Directors or Executive Committee; he shall affix the corporate seal of the company thereto when so authorized by the Board of Directors or Executive Committee; he shall have the custody of the corporate seal of the company; he shall affix the corporate seal to all certificates of stock duly issued by the company; he shall have charge of Stock Certificate Books, Transfer books and Stock Ledgers, and such other books and papers as the Board of Directors or The Executive Committee may direct, all of which shall at all reasonable times be open to the examination of any Director upon application at the office of the company during business hours, and he shall, in general, perform all duties incident to the office of Secretary. SECTION 7. The Board of Directors may appoint an Assistant Secretary who shall have such powers and perform such duties as may be prescribed for him by the Secretary of the company or by the Board of Directors. SECTION 8. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority in behalf of The company to attend and to act and to vote at any meetings of the stockholders of any corporation in which the company may hold stock, and at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock, and which as the new owner thereof, the company might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers on any person or persons in place of the President to represent the company for the purposes in this section mentioned. -6- ARTICLE IV CAPITAL STOCK SECTION 1. The capital stock of the company shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors SECTION 2. Ownership of stock in the company shall be evidenced by certificates of stock in such forms as shall be prescribed by the Board of Directors, and shall be under the seal of the company and signed by the President or the Vice-President and also by the Secretary or by an Assistant Secretary. All Certificates shall be consecutively numbered; the name of the person owning the shares represented thereby with the number of such shares and the date of issue shall be entered on the company's books. No certificates shall be valid unless it is signed by the President or Vice-President and by the Secretary or Assistant Secretary. All certificates surrendered to the company shall be cancelled and no new certificate shall be issued until the former certificate for the same number of shares shall have been surrendered or cancelled. SECTION 3. No transfer of stock shall be valid as against the company except on surrender and cancellation of the certificate therefor, accompanied by an assignment or transfer by the owner therefor, made either in person or under assignment, a new certificate shall be issued therefor. Whenever any transfer shall be expressed as made for collateral security and not absolutely, the same shall be so expressed in the entry of said transfer on the books of the company, SECTION 4. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the company. The Board of Directors may appoint a transfer agent and a registrar of transfers and may require all stock certificates to bear the signature of such transfer agent and such registrar of transfer. SECTION 5. The Stock Transfer Books shall be closed for all meetings of the stockholders for the period of ten days prior to such meetings and shall be closed for the payment of dividends during such periods as from time to time may be fixed by the Board of Directors, and during such periods no stock shall be transferable. SECTION 6. Any person or persons applying for a certificate of stock in lieu of one alleged to have been lost or destroyed, shall make affidavit or affirmation of the fact, and shall deposit with the company an affidavit. Whereupon, at the end of six months after the deposit of said affidavit and upon such person or persons giving Bond of Indemnity to the company with surety to be approved by the Board of Directors in double the current value of stock against any damage, loss or inconvenience to the company, which may or can arise in consequence of a new or duplicate certificate being issued in lieu of the one lost or missing, the Board of Directors may cause to be issued to such person or persons a new certificate, or a duplicate of the certificate, or a duplicate of the certificate so lost or destroyed. The Board of Directors may, in its discretion refuse to issue such new or duplicate certificate save upon the order of some court having jurisdiction in such matter, anything herein to the contrary notwithstanding. -7- ARTICLE V OFFICES AND BOOKS SECTION 1. The principal office of the corporation in Nevada shall be at 550 Elm Dr., Suite 111 Las Vegas, Nevada 89109, and the company may have a principal office in any other state or territory as the Board of Directors may designate. SECTION 2. The Stock and Transfer Books and a copy of the By-Laws and Articles Incorporation of the company shall be kept at its principal office in the County of Clark, State of Nevada, for the inspection of all who are authorized or have the right to see the same, and for the transfer of stock. All other books of the company shall be kept at such places as may be prescribed by the Board of Directors. -8- ARTICLE VI MISCELLANEOUS SECTION 1. The Board of Directors shall have power to reserve over and above the capital stock paid in, such an amount in its discretion as it may deem advisable to fix as a reserve fund, and may, from time to time, declare dividends from the accumulated profits of the company in excess of the amounts so reserved, and pay the same to the stockholders of the company, and may also, if it deems the same advisable, declare stock dividends of the unissued capital stock of the company. SECTION 2. No agreement, contract or obligation (other than checks in payment of indebtedness incurred by authority of the Board of Directors) involving the payment of monies or the credit of the company for more than $5,000.00 dollars, shall be made without the authority of the Board of Directors, or of the Executive Committee acting as such. SECTION 3. Unless otherwise ordered by the Board of Directors, all agreements and contracts shall be signed by the President and the Secretary in the name and on behalf of the company, and shall have the corporate seal thereto attached. SECTION 4. All monies of the corporation shall be deposited when and as received by the Treasure in such bank or banks or other depository as may from time to time be designated by the Board of Directors, and such deposits shall be made in the name of the company SECTION 5. No note, draft, acceptance, endorsement or other evidence of indebtedness shall be valid or against the company unless the same shall be signed by the President or a Vice-President, and attested by the Secretary or an Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and countersigned by the President, Vice President, or Secretary, except that the Treasurer or an Assistant Treasurer may, without countersignature, make endorsements for deposit to the credit of the company in all its duly authorized depositories. SECTION 6. No loan or advance of money shall be made by the company to any stockholder o officer therein, unless the Board of Directors shall otherwise authorize. SECTION 7. No director nor executive officer of the company shall be entitled to any salary or compensation for any services performed for the company, unless such salary or compensation shall be fixed by resolution of the Board of Directors, adopted by the unanimous vote of all the Directors voting in favor thereof. SECTION 8. The company may take, acquire, hold, mortgage, sell, or otherwise deal in stocks or bonds or securities of any other corporation, if and as often as the Board of Directors shall so elect. SECTION 9. The Directors shall have power to authorize and cause to be executed, mortgages, and liens without limit as to amount upon the property and franchise of this corporation, and pursuant to the affirmative vote, either in person or by proxy, of the holders of a majority of the capital stock issued and outstanding; the Directors shall have the authority to dispose in any manner of the whole property of this corporation. SECTION 10. The company shall have a corporate seal, the design thereof being as follows: -9- ARTICLE VII AMENDMENT OF BY-LAWS SECTION 1. Amendments and changes of these By-Laws may be made at any regular or special meeting of the Board of Directors by a vote of not less than all of the entire Board, or may be made by a vote of, or a consent in writing signed by the holders of fifty-one percent of the issued and outstanding capital stock. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the directors of the above named corporation, do hereby consent to the foregoing By-Laws and adopt the same as and for the By-Laws of said corporation. IN WITNESS WHEREOF, we have hereunto act our hands this twenty eighth day of March, 1991. Nicholas G. Behnen -------------------------------------- NICHOLAS G. BEHNEN Beverly Stuart -------------------------------------- Janet F. Lexxxxxxxxxxx -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -10- EX-23.1 4 CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT AUDITORS The Board of Directors Baynon International Corporation 266 Cedar Street Cedar Grove, New Jersey 07009 We hereby consent to the use of our report dated April 5, 1999 related to the financial statements of Baynon International Corporation as of December 31, 1998 and 1997 included in this Registration Statement on Form 10-SB. We also consent to the reference to our firm under the caption "Changes In and Disagreements with Accountants" included in the Registration Statement. /s/ Samual Klein and Company ---------------------------- SAMUAL KLEIN AND COMPANY May 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----