8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                 AMENDMENT NO. 1


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported): January 19, 2005


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


         Nevada                    000-26653                88-0285718
(State or other jurisdiction (Commission File Number)   (IRS Employer
  of incorporation)                                    Identification No.)


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


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







ITEM 4.01  Changes in Registrant's Certifying Accountant.

Resignation of Certifying Accountant

         On January 19, 2005, Samuel Klein and Company ("Samuel Klein") resigned
as the independent public accountants of Baynon International Corporation (the
"Company").

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

         None of the reportable events described under Item 304(a)(1)(iv)(A) of
Regulation S-B occurred during the two most recent fiscal years or within the
interim period through the date of this report.

         The Company has provided Samuel Klein with a copy of the foregoing
disclosures. A letter from Samuel Klein addressed to the Securities and Exchange
Commission pursuant to Regulation S-B, Item 304(a)(3) is included as Exhibit 16
to this Form 8-K.

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

Engagement of New Certifying Accountant

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

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

ITEM 9.01.   Financial Statements and Exhibits

         (a)      Financial Statements

                  None

         (b)      Exhibits

                  16                Revised Letter from Samuel Klein & Co.







                                   SIGNATURES

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

                                 BAYNON INTERNATIONAL CORPORATION
                                 (Registrant)




                                 By: /s/ Pasquale Catizone
Date: January 31, 2005           Name:    Pasquale Catizone
                                 Position: President

EX-16

[LETTERHEAD]

                                                February 1, 2005

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

                                Re:      Baynon International Corporation
                                         Form 8-K/A



Gentlemen:

We have read Form 8-K/A dated January 19, 2005 of Baynon International
Corporation and we agree with the statements made in the first four paragraphs
of the section entitled "Resignation of Certifying Accountant" of Item 4.01 of
this report. We have no basis to agree or disagree with the fifth paragraph of
this section or with the statements made in the section entitled "Engagement of
New Certifying Accountant."

                                           /s/ Samuel Klein and Company


                                           SAMUEL KLEIN AND COMPANY


Newark, New Jersey

COVER

February 1, 2005

TELECOPIED TO : (973) 904-0005
AND VIA EDGAR
AND VIA FEDERAL EXPRESS

SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:        Carlton Tartar

Re:      Baynon International Corp.
         Form 8-K filed 1/25/05
         File No. 000-26653

Dear Mr. Tartar:

We refer you to your letter dated January 28, 2005 (the "Comment Letter"), with
regard to the Current Report on Form 8-K filed by Baynon International
Corporation (the "Company"). This letter is directed to you on behalf of the
Company and contains its responses to your comments set forth in the Comment
Letter.

By way of information, the Company has updated the Current Report to respond to
the Staff's comments. The Company has redlined the updated Current Report, and
has included the redlined versions with this response letter.

For your convenience, the Staff's comments from the Comment Letter have been
restated below and are followed by the Company's responses.

         1. Item 304(a)(1)(ii) of Regulation S-B requires you to disclose
whether the former accountant's report on the financial statements for either of
the past two years contained any adverse opinion, a disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope, or accounting
principles; and to describe the nature of each such adverse opinion, disclaimer
of opinion, modification or qualification. We note that your disclosure does not
address qualifications or modifications due to uncertainties. Please revise your
disclosures accordingly.





Securities and Exchange Commission
February 1, 2005
Page 2

Response to No. 1

         The Company has revised its disclosure as requested.

         2. Item 304(a)(1)(iv)(A) of Regulation S-B requires you to disclose
whether during the registrant's two most recent fiscal years and any subsequent
interim period through the date of resignation, declination or dismissal there
were any disagreements, resolved or not, with the former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its reports. Please
revise your disclosure to specifically reference the fiscal years ended December
31, 2003 and 2002, and the subsequent interim period through your former
accountant's resignation on January 19, 2005.

Response to No. 2

         The Company has revised its disclosure as requested.

         Additionally, the Company has obtained and filed an updated Exhibit 16
letter from Samuel Klein & Company, the former accountants, stating that they
agree with the revised Item 304 disclosures.

         Further, the Company acknowledges that:

          -    the Company is  responsible  for the adequacy and accuracy of the
               disclosure in the filing;

          -    staff  comments  or changes to  disclosure  in  response to staff
               comments do not foreclose the  Commission  from taking any action
               with respect to the filing; and

          -    the  registrant may not assert staff comments as a defense in any
               proceeding  initiated by the  Commission  or any person under the
               federal securities laws of the United States.

Please contact the undersigned (801-415-3031) or Park Lloyd of this office
(801-415-3056) with any additional questions or comments.

Respectfully,

DURHAM JONES & PINEGAR

/s/ C. Parkinson Lloyd

C. Parkinson Lloyd






Securities and Exchange Commission
February 1, 2005
Page 3

cc:      Pasquale Catizone (via facsimile)