-----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, WyeQ1nShwtoD7lf5dkATIbp8XQ3r4gfYg0fPZs8YF5YVcsQH0LtejvtWb/GJRmfI YIQ+WpSaaXwjqi7+DjlHZA== 0001014897-09-000144.txt : 20091215 0001014897-09-000144.hdr.sgml : 20091215 20091215110638 ACCESSION NUMBER: 0001014897-09-000144 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091215 DATE AS OF CHANGE: 20091215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAYNON INTERNATIONAL CORP CENTRAL INDEX KEY: 0001089598 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880285718 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26653 FILM NUMBER: 091240789 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 10-Q/A 1 baynon10q3q09am1.txt AMENDMENT 1 TO FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2009 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2009 - -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________ Commission File Number 0-4006 Baynon International Corp. (Exact name of Registrant in its charter) Nevada 88-0285718 - ------------------------------- ---------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 266 Cedar Street, Cedar Grove, New Jersey 07009 - ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Baynon's Telephone Number, Including Area Code: (973) 239-2952 Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act): Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [ ] Smaller reporting company [x] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ] The number of outstanding shares of the registrant's common stock, October 31, 2009: Common Stock - 25,860,192 2 BAYNON INTERNATIONAL CORP. FORM 10-Q INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Balance Sheets at September 30, 2009 and December 31, 2008 3 Statements of Operations for the three and nine months ended September 30, 2009 and 2008 4 Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosure About Market Risk 11 Item 4T. Controls and Procedures 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 1A. Risk Factors 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits 12 SIGNATURES 12 EXPLANATORY NOTE The Registrant is amending its quarterly Report on Form 10-Q for the quarter ended September 30, 2009, to correct the 302 certification attached as an exhibit. Except for the foregoing, no other information included in our original Form 10-Q for the quarter ended September 30, 2009 filed on November 4, 2009, is amended by the Form 10-Q/A. 3 PART I Item I - FINANCIAL STATEMENTS BAYNON INTERNATIONAL CORP. BALANCE SHEETS September 30, December 31, 2009 2008 ------------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,751 $ 22,949 ------------ ------------ TOTAL CURRENT ASSETS 5,751 22,949 ------------ ------------ TOTAL ASSETS $ 5,751 $ 22,949 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 11,895 $ 31,345 Convertible notes payable - stockholders 20,000 25,000 Accrued interest - stockholders 98 32 ------------ ------------ TOTAL CURRENT LIABILITIES 31,993 56,377 ------------ ------------ TOTAL LIABILITIES 31,993 56,377 ------------ ------------ STOCKHOLDERS' DEFICIENCY: Common stock, par value $.001, 50,000,000 shares authorized, 25,860,192 issued and outstanding at September 30, 2009 and 23,272,692 shares issued and out- standing at December 31, 2008 25,860 23,273 Additional paid-in capital 178,948 155,660 Accumulated deficit (231,050) (212,361) ------------ ------------ TOTAL STOCKHOLDERS' DEFICIENCY (26,242) (33,428) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 5,751 $ 22,949 ============ ============ The accompanying notes are an integral part of these financial statements 4 BAYNON INTERNATIONAL CORP. STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, 2009 2008 2009 2008 --------- ---------- ---------- --------- Revenues $ - $ - $ - $ - --------- ---------- ---------- ---------- General and administrative expenses 4,864 4,430 17,956 19,223 -------- -------- -------- -------- Operating loss (4,864) (4,430) (17,956) (19,223) -------- -------- -------- -------- Other Income (Expense): Interest income 7 10 46 49 Interest expense - stockholders (98) (378) (779) (1,010) -------- -------- -------- -------- Total Other Income (Expense) (91) (368) (733) (961) -------- -------- -------- -------- Net Loss $ (4,955) $ (4,798) $(18,689) $(20,184) ======== ======== ======== ======== Loss per share: Basic and diluted loss per common share $ - $ - $ - $ - ======== ======== ======== ======== Basic and diluted weighted average common shares outstanding 25,860,192 21,152,692 24,286,840 21,152,692 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements 5 BAYNON INTERNATIONAL CORP. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) 2009 2008 ---- ---- Cash Flows from Operating Activities: Net loss $ (18,689) $ (20,184) Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued for accrued interest 843 - (Decrease) increase in accounts payable and accrued expenses (19,450) 6,265 Increase in accrued interest - stockholders 98 - ---------- ---------- Net cash used in operating activities (37,198) (13,919) ---------- ---------- Cash flows from Financing Activities: Proceeds from related party loan 20,000 5,000 ---------- ---------- Net cash provided by financing activities 20,000 5,000 ---------- ---------- Decrease in Cash and Cash Equivalents (17,198) (8,919) Cash and Cash Equivalents, beginning of period 22,949 14,513 ---------- ---------- Cash and Cash Equivalents, end of period $ 5,751 $ 5,594 ========== ========== Schedule of Non-cash Activities Common stock issued for notes payable - stockholders $ 25,000 $ - ========== ========== Common stock issued for prior year accrued interest- stockholders $ 32 $ - ========== ========== The accompanying notes are an integral part of these financial statements 6 BAYNON INTERNATIONAL CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) 1. THE COMPANY Baynon International Corp. formerly known as Technology Associates Corporation (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 seven fiscal years and has no operations to date. The Company will attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or wish to contribute assets to the Company rather than merge. No assurance can be given that the Company will be successful in identifying or negotiating with any target company. The Company provides a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified for trading in the United States secondary market. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Presentation The December 31, 2008 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2009, its results of operations for the three and nine months ended September 30, 2009 and 2008 and its cash flows for the nine months ended September 30, 2009 and 2008. The statements of operations for the three and nine months ended September 30, 2009 and 2008 are not necessarily indicative of the results for the full year. While the Company believes that the disclosures presented are adequate to make the information not misleading, these financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company's annual Report on Form 10-K for the year ended December 31, 2008. We have evaluated subsequent events through November 4, 2009, the date of issuance of the financial statements. Earnings (Loss) Per Share The Company computes earnings or loss per share in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 260. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or 7 BAYNON INTERNATIONAL CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2009 (UNAUDITED) other agreements to issue common stock were exercised or converted into common stock. Diluted earnings earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants. The following securities have been excluded from the calculation of loss per share for the nine months ended September 30, 2009 and 2008 as their effect would be antidilutive: Nine Months Ended September 30, ------------------------------ 2009 2008 ---- ---- Convertible debt and accrued interest - stockholder (Weighted average) 174,247 1,696,000 Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses, and notes payable approximate fair value based on the short-term maturity of these instruments. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred continuing operating losses and has an accumulated deficit of $231,050 at September 30, 2009. The Company has no revenue generating operations and has limited cash resources. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company's obligations through December 31, 2009 by obtaining additional financing from key officers, directors and certain investors. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Recently Issued Accounting Standards Effective July 1, 2009, the FASB's ASC became the single official source of authoritative, nongovernmental generally accepted accounting principles in the United States ("GAAP"). The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. Our accounting policies were not affected by the conversion to ASC. However, references to specific accounting standards in the footnotes to our financial statements have been changed to refer to the appropriate section of ASC. 3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On December 13, 2008, the Company issued an unsecured note payable to a stockholder in exchange for $5,000 in cash, in order for the Company to pay current invoices. The note bears interest at 6% per annum and matures on December 13, 2009. The stockholder has the option to 8 BAYNON INTERNATIONAL CORP. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2009 (UNAUDITED) convert the note and accrued interest into the Company's common stock at $.01 per share. The option was exercised on June 15, 2009 and 517,500 shares of common stock were issued in satisfaction of the note and accrued interest. On December 26, 2008, the Company issued an unsecured note payable to a stockholder in exchange for $20,000 in cash, in order for the Company to pay current invoices. The note bears interest at 6% per annum and matures on December 26, 2009. The stockholder has the option to convert the note and accrued interest into the Company's common stock at $.01 per share. The option was exercised on June 15, 2009 and 2,070,000 shares of common stock were issued in satisfaction of the note and accrued interest. On September 1, 2009, the Company issued an unsecured note payable to a stockholder in exchange for $20,000 in cash, for the Company's working capital needs. The note bears interest at 6% per annum, and matures on September 1, 2010. The stockholder has the option to convert the note and accrued interest into the Company's common stock at $.01 per share. The option expires on September 1, 2010. At September 30, 2009 and December 31, 2008, accrued interest on the notes was $98 and $32, respectively. Interest expense amounted to $98 and $378 for the three months ended September 30, 2009 and 2008, respectively. Interest expense amounted to $779 and $1,010 for the nine months ended September 30, 2009 and 2008, respectively. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements include those concerning the following: Our intentions, beliefs and expectations regarding the fair value of all assets and liabilities recorded; our strategies; growth opportunities; product development and introduction relating to new and existing products; the enterprise market and related opportunities; competition and competitive advantages and disadvantages; industry standards and compatibility of our products; relationships with our employees; our facilities, operating lease and our ability to secure additional space; cash dividends; excess inventory, our expenses; interest and other income; our beliefs and expectations about our future success and results; our operating results; our belief that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements; our expectations regarding our revenues and customers; investments and interest rates. These statements are subject to risk and uncertainties that could cause actual results and events to differ materially. Baynon undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q. Critical Accounting Policies The financial statements and accompanying footnotes included in this report have been prepared in accordance with accounting principles generally accepted in the United States with certain amounts based on management's best estimates and judgments. To determine appropriate carrying values of assets and liabilities that are not readily available from other sources, management uses assumptions based on historical results and other factors that they believe are reasonable. Actual results could differ from those estimates. Our critical accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2008. There have been no material changes to our critical accounting policies as of and for the nine months ended September 30, 2009. Trends and Uncertainties There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on our limited operations. There are no known causes for any material changes from period to period in one or more line items of Baynon's financial statements. Liquidity and Capital Resources At September 30, 2009, Baynon had a cash balance of $5,751, which represents a $17,198 decrease from the $22,949 balance at December 31, 2008. This decrease was primarily the result of cash used to satisfy the requirements of a reporting company. The focus of Baynon's efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate Baynon. Baynon has considered various business alternatives including the possible acquisition of an existing business, but to date has found 10 possible opportunities unsuitable or excessively priced. Baynon does not contemplate limiting the scope of its search to any particular industry. Management has considered the risk of possible opportunities as well as their potential rewards. Management has invested time evaluating several proposals for possible acquisition or combination; however, none of these opportunities were pursued. Baynon presently owns no real property and at this time has no intention of acquiring any such property. Baynon's sole expected expenses are comprised of professional fees primarily incident to its reporting requirements. The accompanying financial statements have been prepared assuming Baynon will continue as a going concern. As shown in the accompanying financial statements, Baynon has incurred losses of $18,689 and $20,184 for the nine months ended September 30, 2009 and 2008, respectively, and a working capital and shareholders' deficiency which raises substantial doubt about the Company's ability to continue as a going concern. Management believes Baynon will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms. Baynon's continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a "going concern" qualification in their auditors' report dated March 16, 2009. Such a "going concern" qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve Baynon's operating results. Results of Operations for the Three Months Ended September 30, 2009, compared to the Three Months Ended September 30, 2008. Baynon incurred a net loss of $4,955 in the current period versus a net loss of $4,798 in the prior period. General and administrative expenses were $4,864 compared to $4,430 in the prior period, an increase of $434. General and administrative expenses were incurred primarily to satisfy reporting requirements. Results of Operation for the Nine Months Ended September 30, 2009, compared to the Nine Months Ended September 30, 2008. Baynon incurred a net loss of $18,689 in the current period versus a net loss of $20,184 in the prior period. General and administrative expenses were $17,956 compared to $19,223 in the prior period, a 11 decrease of $1,267. General and administrative expenses were incurred primarily to enable Baynon to satisfy the requirements of a reporting company. During the current and prior period, Baynon did not record an income tax benefit due to the uncertainty associated with Baynon's ability to merge with an operating company, which might permit Baynon to avail itself of those advantages. Item 3. Quantitative and Qualitative Disclosures About Market Risk We do not consider the effects of interest rate movements to be a material risk to our financial condition. We do not hold any derivative instruments and do not engage in any hedging activities. Item 4T. Controls and Procedures. During the three months ended September 30, 2009, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2009. Based on this evaluation, our chief executive officer and chief principal financial officers have concluded such controls and procedures to be effective as of September 30, 2009 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. Not applicable for small reporting company. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On September 1, 2009, the Company issued an unsecured note payable to a stockholder in exchange for $20,000 in cash, for the Company's working capital needs. The note bears interest at 6% per annum, and matures on September 1, 2010. The stockholder has the option to convert the note and accrued interest into the Company's common stock at $.01 per share. The option expires on September 1, 2010. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 15, 2009 BAYNON INTERNATIONAL CORP. By: /s/ Pasquale Catizone - ------------------------- Pasquale Catizone, Principal Executive Officer EX-31 2 baynon10q3q09ex31am1.txt 302 CERTIFICATIONS 302 CERTIFICATION I, Pasquale Catizone, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baynon International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: December 15, 2009 /s/Pasquale Catizone ---------------------------- Pasquale Catizone President & Chief Executive Officer 302 CERTIFICATION I, Daniel Generelli, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baynon International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: December 15, 2009 /s/Daniel Generelli ---------------------------- Daniel Generelli, CFO EX-32 3 baynon10q3q09ex32am1.txt 906 CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baynon International Corp. (the "Company") on amendment 1 to Form 10-Q for the nine months ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Pasquale Catizone, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/Pasquale Catizone - ----------------------------- Pasquale Catizone Chief Executive Officer December 15, 2009 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the amended Quarterly Report of Baynon International Corp. (the "Company") on amendment 1 to Form 10-Q for the nine months ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel Generelli, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/Daniel Generelli - ----------------------------- Daniel Generelli Chief Financial Officer December 15, 2009 -----END PRIVACY-ENHANCED MESSAGE-----