-----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, A1mkDjV3ekdF17UVEHnlKh5ajr0OHSZdS6zu5uYYVXY+ZwklHWn4KX/x/oKtlX23 0MaksHlaFNdLVqd3+/660Q== 0001014897-10-000035.txt : 20100326 0001014897-10-000035.hdr.sgml : 20100326 20100326165211 ACCESSION NUMBER: 0001014897-10-000035 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100326 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26653 FILM NUMBER: 10708203 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-K 1 baynon10k09.txt FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 Commission File Number: 0-4006 BAYNON INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) NEVADA 88-0285718 (State or other (I.R.S. Employer jurisdiction of incorporation Identification) or organization) 266 CEDAR STREET, CEDAR GROVE, NEW JERSEY 07009 (Address of principal executive offices, including zip code) (973) 239-2952 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes [ ] No [x] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [x] Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 2 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [x] (Do not check if smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ] As of February 28, 2010, no market price existed for voting and non- voting common equity held by non-affiliates of the registrant. As of February 28, 2010, the Registrant had outstanding 25,860,192 shares of Common Stock with a par value of $0.001 per share. DOCUMENTS INCORPORATED BY REFERENCE None 3 TABLE OF CONTENTS ITEM PAGE PART I 1. BUSINESS 4 1A. RISK FACTORS 4 1B. UNRESOLVED STAFF COMMENTS 4 2. PROPERTIES 5 3. LEGAL PROCEEDINGS 4 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5 PART II 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 6 6. SELECTED FINANCIAL DATA 6 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION 7 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 9 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 9 9A(T).CONTROLS AND PROCEDURES 9 9B. OTHER INFORMATION 10 PART III 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS, AND CORPORATE GOVERNANCE; 11 11. EXECUTIVE COMPENSATION 12 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 14 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 15 PART IV 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 15 4 PART I ITEM 1. DESCRIPTION OF BUSINESS Baynon International Corp., formerly known as "Technology Associates Corporation", was originally incorporated on February 29, 1968, under the laws of the Commonwealth of Massachusetts. On December 28, 1989, Baynon reincorporated under the laws of the State of Nevada. Baynon was formerly engaged in the technology marketing business. Baynon has not engaged in any business operations for at least the last seven years. Baynon is considered a blank check company for purposes of this report. As defined in Section 7(b)(3) of the Securities Act of 1933, as amended, 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 an acquisition with an unidentified company or companies and is issuing "penny stock" securities as defined in Rule 3(a)(51) of the Securities Exchange Act of 1934, as amended. Baynon's current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into Baynon. In certain instances, a target company may wish to become a subsidiary of Baynon or may wish to contribute or sell assets to Baynon rather than to merge. No assurances can be given that Baynon will be successful in identifying or negotiating with any target company. Baynon seeks to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets. A business combination with a target company normally will involve the transfer to the target company of the majority of the issued and outstanding common stock of Baynon, and the substitution by the target company of its own management and board of directors. No assurances can be given that Baynon will be able to enter into a business combination, or, if Baynon 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. Baynon has not engaged in any business operations for at least the last seven years. The current and proposed business activities described herein classify Baynon as a blank check company. 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 Baynon's securities until such time as Baynon has successfully implemented its business plan described herein. ITEM 1A. RISK FACTORS Not applicable ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable 5 ITEM 2. PROPERTIES Baynon has no properties and at this time has no agreements to acquire any properties. Baynon currently uses for its principal place of business the home office of Pasquale Catizone, an officer and director of Baynon, at no cost to Baynon, an arrangement which management expects will continue until Baynon completes an acquisition or merger. ITEM 3. LEGAL PROCEEDINGS There is no litigation pending or threatened by or against Baynon. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of the fiscal year covered by this report, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise. 6 PART II ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market Information. There has been no trading market for Baynon's Common Stock for at least the last five years. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. Holders. There were approximately 540 record holders of Baynon's common stock as of February 28, 2010. The issued and outstanding shares of Baynon's common stock were issued in accordance with the exemptions from registration afforded by Sections 3(b) and 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Dividends. Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on the registrant's common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future. Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans. Performance graph. Not applicable. Sale of unregistered securities. On June 15, 2009, the Board of Directors authorized the issuance of 2,587,500 shares of common stock in satisfaction of two notes payable to stockholders in the amount of $25,000 plus accrued interest of $875. On December 12, 2008, the Board of Directors authorized the issuance of 2,120,000 shares of common stock in satisfaction of a note payable to a stockholder in the amount of $20,000 plus accrued interest of $1,200. On December 12, 2007, the Board of Directors authorized the issuance of 2,120,000 shares of common stock in satisfaction of a note payable to a stockholder of $20,000 plus accrued interest of $1,200. (b) Use of Proceeds. Not applicable. (c) Purchases of Equity Securities. None ITEM 6. SELECTED FINANCIAL DATA Not applicable to a smaller reporting company. 7 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements Statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as in certain other parts of this Annual Report on Form 10-K (as well as information included in oral statements or other written statements made or to be made by Baynon) that look forward in time, are forward looking statements made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Forward looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements which are other than statements of historical facts. Although Baynon believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to Baynon's ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in Baynon's filings with the Securities and Exchange Commission, including without limitation this Annual Report on Form 10-K. Critical Accounting Policies and Estimates The following discussion as well as disclosures included elsewhere in this Form 10-K, are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. Baynon continually evaluates the accounting policies and estimates used to prepare the financial statements. Baynon bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. 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 the Baynon's financial statements. Liquidity and Capital Resources At December 31, 2009, Baynon had a cash balance of $4,631 that represents an $18,318 decrease from the $22,949 balance at December 31, 2008. This decrease was primarily the result of cash used to satisfy 8 the requirements of a reporting company. Baynon's working capital deficit at December 31, 2009 was $30,514 as compared to a deficit of $33,428. 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 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. Baynon's recurring losses from operations, stockholders deficiency and working capital deficiency, and lack of revenue generating operations, raise substantial doubt about Baynon'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 Baynon, but cannot assure that such financing will be available on acceptable terms. 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 a business plan will actually improve Baynon's operating result. Results of Operations for the Year Ended December 31, 2009, Compared to the Year Ended December 31, 2008. Baynon incurred a net loss of $22,960 in the current year versus a net loss of $29,609 in the prior year. General and administrative expenses were $21,932 compared to $28,499 in the prior year, a decrease of $6,567. General and administrative expenses, which consist of fees paid for legal, accounting, and auditing services, were incurred primarily to enable Baynon to satisfy the requirements of a reporting company. During the current and prior year, Baynon did not record an income tax benefit for net operating losses generated due to the uncertainty of their realization. 9 Recently Issued Accounting Standards Effective July 1, 2009, the Financial Accounting Standards Board's Accounting Standards Codification became the single official source of authoritative, nongovernmental generally accepted accounting principles in the United States. 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. Off Balance Sheet Arrangements None. Tabular Disclosure of Contractual Obligations None. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Baynon's financial statements and associated notes are set forth beginning on page 17. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A(T). CONTROLS AND PROCEDURES Changes in Internal Controls During the year ended December 31, 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 December 31, 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 December 31, 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, 10 including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management's Report on Internal Control over Financial Reporting Management of Baynon is responsible for establishing and maintaining adequate internal control over financial reporting as derived in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of December 31, 2009, using the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") Internal Control Intergrated Framework as a basis for our assessment. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects Baynon's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of Baynon's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we did not identify any material weakness in our internal control over financial reporting. Therefore, it is our conclusion that Baynon's internal controls over financial reporting were effective as of December 31, 2009. This annual report does not include an attestation report of Baynon's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by Baynon's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit Baynon's to provide only management's report in this annual report. ITEM 9B. Other Information None. 11 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS, AND CORPORATE GOVERNANCE (a) Identity of Officers and Directors During the fiscal year ended December 31, 2009, Baynon had three (3) directors and two (2) officers as follows: Name Age Position and Offices Held Director Since - ---- --- ------------------------- -------------- Pasquale Catizone 69 President, Director May 1988 Daniel Generelli 46 Secretary, Treasurer October 1, 2001 Director Robert L. Miller 53 Director March 12, 2002 Set forth below are the names of the directors and officers of Baynon, all positions and offices with Baynon held, the period during which he has served as such, and his business experience during at least the last five (5) years: Pasquale Catizone. Mr. Catizone has been President and a Director of Baynon since May 1998. Mr. Catizone has been self-employed as a financial consultant for more than five (5) years. Daniel Generelli. Mr. Generelli has been Baynon's Secretary, Treasurer, Chief Financial Officer, and a director since October 1, 2001. Since February 1, 2002, Mr. Generelli has been employed as a data base analyst in the Totowa, New Jersey office of IMS Health Inc., a New York Stock Exchange listed firm engaged in data management and processing. Simultaneously therewith and since 1995, Mr Generelli has been the Secretary, Treasurer, and a director of Creative Beauty Supply, Inc., a retail and wholesale beauty supply distributor in Totowa, New Jersey. Prior thereto from December 1989 to July 1996, Mr. Generelli was Secretary, Treasurer, and a director of J & E Beauty Supply, Inc., a retail and wholesale beauty supply distributor. Prior thereto since 1984, Mr. Generelli was employed as a distribution supervisor by Tags Beauty Supply, a retail and wholesale beauty supply distributor in Fairfield, New Jersey. Mr. Generelli received a Bachelor of Science degree in Business Administration from Ramapo College of New Jersey in June 1984. Robert L. Miller. Mr. Miller, the president of Shawshank Holdings, Limited, a New York Corporation, joined Baynon's Board of Directors on March 12, 2002. Since June 1995, he has been President of Trippoak Advisors, Inc., and President of The Trippoak Group, Inc. since May 2002, where he has worked as a consultant and private investor. Since May 1999, he has also been Chairman of DM Management, LLC, where he has worked as an investment advisor. Other than Mr. Catizone and Mr. Generelli, Baynon did not have any significant employees as of the date of this Report. There were no family relationships between any of the officers or directors of 12 Baynon. During the fiscal year covered by this Report, there were no changes to the procedures by which security holders could recommend nominees to Baynon's Board of Directors. At this time, Baynon does not have an audit committee because Baynon has not engaged in any business operations for at least the last five years. Baynon's board of directors acts as Baynon's audit committee. Similarly, Baynon's board of directors has determined that Baynon does not have an audit committee financial expert as defined under Securities and Exchange Commission rules. Current Blank Check Companies Other than as disclosed above, no directors or officers of Baynon are presently officers, directors or shareholders in any blank check companies except for Baynon. However, one or both of the officers/directors may, in the future, become involved with additional blank check companies. (b) Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act requires Baynon's officers and directors, and persons who beneficially own more than ten (10%) percent of a class of equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the principal exchange upon which such securities are traded or quoted. Reporting Persons are also required to furnish copies of such reports filed pursuant to Section 16(a) of the Exchange Act with Baynon. Based solely on review of the copies of such forms furnished to Baynon, each of Baynon's three (3) directors did not file their reports on a timely basis. Code of Ethics. Baynon has not yet adopted a code of ethics. The board of directors anticipates that it will adopt a code of ethics upon identifying and negotiating with a business target for the merger of that entity with and into Baynon, although there is no guarantee that Baynon will be able to enter into such a transaction. ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis As of the date of this report, while seeking a business combination, Baynon's management anticipates devoting up to five (5) hours per month to the business of Baynon. Baynon's current officers and directors do not receive any compensation for their services rendered to Baynon, have not received such compensation in the past, and are not accruing any compensation pursuant to any agreement with Baynon. 13 The officers and directors of Baynon will not receive any finder's fees, either directly or indirectly, as a result of their efforts to implement Baynon's business plan outlined herein. However, the officers and directors of Baynon anticipate receiving benefits as shareholders of Baynon. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by Baynon for the benefit of its employees. Baynon has not entered into any employment agreements with any of its officers, directors, or other persons, and no such agreements are anticipated in the immediate future. Baynon has no other executive compensation elements that would require the inclusion of tabular disclosure or narrative discussion. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 28, 2010 certain information regarding the ownership of the common stock by (i) each person known by Baynon to be the beneficial owner of more than five (5%) percent of Common Stock, (ii) each of Baynon's Directors and Named Executive Officers, as such term is defined under Item 402(a)(3) of Regulation S-K under the Securities Act, and (iii) all of Baynon's Executive Officers and Directors as a group. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under Rule 13d-3 certain shares may be deemed to be beneficially owned by more than one person (such as where persons share voting power or investment power). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon the exercise of an option) within sixty (60) days of the date as of which the information is provided. In computing the ownership percentage of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person's actual ownership or voting power at any particular date. Name and address Amount and Nature Percentage of Of Beneficial Owner of Beneficial Ownership Class Pasquale Catizone(1)(3)(6) 11,924,815 42.62% 266 Cedar Street Cedar Grove, NJ 07009 Carmine Catizone (2)(3) 6,070,000 21.69% 10 1.2 Walker Avenue Morristown, NJ 07960 Robert L. Miller (4) 3,750,000 13.40% 94 Anderson Avenue Demarest, NJ 07627 14 Shawshank Holdings, Limited (5) 3,750,000 13.40% 94 Anderson Avenue Demarest, NJ 07627 Daniel Generelli 50,000 c/o Baynon International Corp. 266 Cedar Street Cedar Grove, NY 07009 Robyn Conforth 1,850,000 6.61% 266 Cedar Street Cedar Grove, NJ 07009 All Executive Officers and Directors as a Group 15,724,815 56.20% (consisting of three persons) * Less than 1%. (1) Includes an aggregate of 1,850,000 shares (18.73% of the class) held of record by Robyn Conforth, Mr. Catizone's adult step daughter. Mr. Catizone disclaims beneficial ownership of the shares of Baynon owned by his adult daughter. (2) Includes: (a) an aggregate of 500,000 shares held in a custodial account for the benefit of Carrie Catizone, Mr. Carmine Catizone's adult daughter who does not reside with him; and (b) 500,000 shares held in a custodial account for the benefit of Sherri Catizone, Mr. Carmine Catizone's adult daughter who does not reside with him. Mr. Carmine Catizone served as an executive officer and director of Baynon from May 1998 through October 1, 2001. (3) Pasquale and Carmine Catizone are brothers. (4) Robert L. Miller was named to Baynon's board of directors on March 12, 2002. He is the president of Shawshank Holdings, Limited, a New York corporation. (5) A New York corporation controlled by or under common control of Robert L. Miller, a director of Baynon. (6) Includes 2,120,000 shares which may be issued as satisfaction of a note payable plus accrued interest upon request of the stockholder any time before September 1, 2010. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions None. Director Independence There has been no trading market for Baynon's common stock for at least the last three years. As such, there are no applicable standards to determine whether Baynon's directors are independent. Nevertheless, Baynon has one director who Baynon believes is independent under the NASDAQ Marketplace Rules and those standards applicable to companies trading on NASDAQ. 15 Specifically, Mr. Miller has not: been at any time during the past three years, employed by Baynon or by any parent or subsidiary of Baynon; - accepted or had a family member who accepted any compensation from Baynon in excess of $60,000 during any period of twelve consecutive months within the three years preceding the determination of independence; - been a family member of an individual who is, or at any time during the past three years was, employed by Baynon as an executive officer; - been, or had a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which Baynon made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more; - been, or had a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of Baynon serve on the compensation committee of such other entity; or - been, or had a family member who is, a current partner of Baynon's outside auditor, or was a partner or employee of Baynon's outside auditor who worked on Baynon's audit at any time during any of the past three years. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES The aggregate fees billed and estimated to be billed for the fiscal years ended and , for professional services rendered by Rotenberg, Meril, Solomon, Bertiger & Guttilla, P.C., for the audit of Baynon's annual financial statements and review of the financial statements included in Baynon's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years were $15,600 and $15,400, respectively. AUDIT-RELATED FEES The aggregate fees billed for the fiscal years ended and for assurance and related services by RMSB&G that are reasonably related to the performance of the audit or review of Baynon's financial statements for that fiscal year were $6000 and $5400, respectively. TAX FEES The aggregate fees billed for the fiscal years ended and for professional services rendered by RMSB&G for tax compliance, tax advice, and tax planning for that fiscal year were $0 and $0, respectively. ALL OTHER FEES The aggregate fees billed in each of the fiscal years ended and, for products and services provided by RMSB&G other than those services reported above, for that fiscal year were $0 and $0, respectively. 16 AUDIT COMMITTEE POLICIES AND PROCEDURES The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal year were approved by the Board of Directors pursuant to its policies and procedures. They intend to continue using RMSB&G solely for audit and audit-related services, tax consultation and tax compliance services, and, as needed, for due diligence in acquisitions. 17 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) List of financial statements included in Part II hereof: Report of Independent Registered Public Accounting Firm Balance Sheet at December 31, 2009 and 2008 Statements of Operations for the years ended December 31, 2009 and 2008 Statement of Changes in Stockholders' Equity for the years ended December 31, 2009 and 2008 Statements of Cash Flows for the years ended December 31, 2009 and 2008 Notes to Financial Statements (a)(2) List of financial statement schedules included in Part IV hereof: None. (a)(3) Exhibits All of the following exhibits are incorporated by reference 3.1 Certificate of Incorporation of Baynon, as amended (filed with Baynon's Form 10-SB on July 8, 1999, File No. 000-26653, and incorporated herein by reference). 3.2 Bylaws of Baynon, as amended (filed with the Baynon's Form 10-SB on July 8, 1999, File No. 000-26653, and incorporated herein by reference). The following exhibits are filed with this report 31 302 certifications 32 906 certifications In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Baynon and in the capacities and on the dates indicated. By: /s/ PASQUALE CATIZONE ------------------------------- Pasquale Catizone, President (Principal Executive Officer) Dated: March 26, 2010 By: /s/ DANIEL GENERELLI ------------------------------- Daniel Generelli Secretary, Treasurer (Principal Financial Officer, Principal Accounting Officer) Dated: March 26, 2010 By: /s/ ROBERT L. MILLER ------------------------------- Robert L. Miller Director Dated: March 26, 2010 18 BAYNON INTERNATIONAL CORP. INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19 FINANCIAL STATEMENTS: Balance Sheets as of December 31, 2009 and 2008 20 Statements of Operations for the years ended 21 December 31, 2009 and 2008 Statements of Changes in Stockholders' 22 Deficiency for the years ended December 31, 2009 and 2008 Statements of Cash Flows for the years ended December 23 31, 2009 and 2008 Notes to Financial Statements 24 19 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Baynon International Corporation: We have audited the accompanying balance sheets of Baynon International Corporation (the "Company") as of December 31, 2009 and December 31, 2008, and the related statements of operations, changes in stockholders' deficiency and cash flows for the years then ended. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 the Company as of and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's recurring losses from operations, stockholders deficiency and working capital deficiency, and lack of revenue generating operations, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/Rotenberg Meril Solomon Bertiger & Guttilla, P.C. ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C. Saddle Brook, New Jersey March 15, 2010 20 BAYNON INTERNATIONAL CORP. BALANCE SHEETS DECEMBER 31, 2009 AND 2008 2009 2008 ASSETS Current Assets: $ 4,631 $ 22,949 -------- -------- Total Current Assets $ 4,631 $ 22,949 -------- -------- Total Assets $ 4,631 $ 22,949 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current Liabilities: Accounts Payable and accrued expenses $ 14,747 $ 31,345 Convertible note payable - stockholder 20,000 25,000 Accrued interest - stockholder 398 32 -------- -------- Total current liabilities 35,145 56,377 -------- -------- Stockholders' Deficiency: Common stock, $.001 par value, 50,000,000 Shares authorized, 25,660,192 shares issued and outstanding at December 31, 2009 and 23,272,692 shares issued and outstanding at December 31, 2008. 25,860 23,273 Additional paid-in capital 178,947 155,660 Accumulated deficit (235,321) (212,361) -------- -------- Total Stockholders' Deficiency (30,514) (33,428) Total Liabilities and Stockholders' Deficiency $ 4,631 $ 22,949 ======== ======== The accompanying notes are an integral part of these financial statements 21 BAYNON INTERNATIONAL CORP. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 2009 2008 Revenues $ - $ - Other Costs: General and administrative expenses 21,932 28,499 --------- ---------- Total Other Costs 21,932 28,449 --------- ---------- Operating loss (21,932) (28,499) --------- ---------- Other Income(Expense): Interest income 51 60 Interest expense-stockholder (1,079) (1,170) ---------- ---------- Total Other Income (Expense) (1,028) (1,110) ---------- ---------- Net Loss $ (22,960) $ (29,609) ========== ========== Earnings Per Share: Basic and diluted earnings per common share $ - $ - ========== ========== Basic and diluted common shares outstanding 21,263,048 19,143,048 ========== ========== The accompanying notes are an integral part of these financial statements 22 BAYNON INTERNATIONAL CORP. STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 Common Stock $.001 Par Value --------------- Common Additional Number Stock Paid-in Accumulated Of Shares Amount Capital Deficit Total --------- ------ ---------- ----------- ----- Balance-Janary 1, 2008 21,152,692 $ 21,153 $136,580 $(182,752) $(25,019) Issuance of common stock - Repayment of debt 2,120,000 2,120 19,080 - 21,200 Net loss for the year ended December 31, 2008 - - - (29,609) (29,609) ---------- -------- -------- --------- -------- Ending Balance, December 31, 2008 23,272,692 23,273 155,660 (212,361) (33,248) Issuance of common stock - repayment of debt 2,587,500 2,588 23,287 - 25,875 Net loss for the year ended December 31, 2009 25,860,192 $25,861 $178,947 $(235,321) $(30,514) ---------- ------- -------- --------- -------- Ending Balance, December 31, 2009 25,860,192 $25,861 $178,947 $(235,321) $(30,514) ========== ======= ======== ========= ========
The accompanying notes are an integral part of these financial statements 23 BAYNON INTERNATIONAL CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 2009 2008 ---- ---- Cash Flows from Operating Activities: Net loss $(22,960) $(29,609) Adjustments to reconcile net loss To net cash used in operating Activities: Common stock issued for accrued interest 843 1,200 (Decrease) Increase in accounts payable and accrued expenses (16,599) 11,875 Increase(Decrease) in accrued interest - Stockholder 398 (30) ------ -------- Net cash used in operating activities (38,318) (16,564) ------- -------- Cash Flows from Financing Activities: Proceeds from note payable, stockholder 20,000 25,000 ------- -------- (Decrease) Increase in Cash and Cash Equivalents (18,318) 8,436 Cash and Cash Equivalents, beginning of year 22,949 14,513 ------- -------- Cash and Cash Equivalents, end of year $ 4,631 $ 22,949 Schedule of Non-cash Activities: Common stock issued for note payable - stockholder $ 25,000 $ 20,000 ======== ======== Common stock issued for accrued interest - stockholder $ 32 $ 1,200 ======== ======== The accompanying notes are an integral part of these financial statements. 24 BAYNON INTERNATIONAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 1. THE COMPANY Baynon International Corporation, 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 six 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 Basis of Presentation The Company's consolidated financial statements are prepared in conformity with US generally accepted accounting principles ("GAAP"). Use of Estimates These consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The Company continually evaluates the accounting policies and estimates used to prepare the consolidated financial statements. The Company bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Cash and Cash Equivalents For financial statement purposes, short-term investments with an original maturity of ninety days or less and highly liquid investments are considered cash and cash equivalents. Cash and cash equivalents consist of a money market account. 25 Income Taxes The Company utilizes the Financial Accounting Standards Board's ("FASB") Accounting Standard Codification ("ASC") 740 "Income Tax". ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Earning (Loss) Per Share The Company computes earnings or loss per share in accordance with the Financial Accounting Standards Board's Accounting Standard Codification 260 ("ASC 260"), "Earning Per Share". Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants. The following securities have been excluded from the calculation of net income per share, as their effect would be anti- dilutive: 2009 2008 ------ ------ Convertible note payable and accrued interest - stockholder (weighted average) 708,603 53,528 Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company's recurring losses from operations, stockholders' deficiency and working capital deficiency, and lack of revenue generating operations, raise substantial doubt about the Company's ability to continue as a going concern. Management believes the Company 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. The Company'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. The outcome of this uncertainty cannot be assured. 26 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 the Company's operating results. Recently Issued Accounting Standards Effective July 1, 2009, the FASB's ASC became the single official source of authoritative, nongovernmental 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. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements. 3. CONVERTIBLE NOTE 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 convert the note and accrued interest into the Company's common stock at $.01 per share. The note was converted 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 note was converted 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 December 31, 2009 and 2008, accrued interest on the notes was $398 and $32, respectively. Interest expense amounted to $1,079 and $1,170 for the years ended December 31, 2009 and 2008, respectively. 27 4. COMMON STOCK On December 13, 2008, the Board of Directors authorized the issuance of 2,120,000 shares of common stock in satisfaction of a note payable to a stockholder in the amount of $20,000 plus accrued interest of $1,200. On June 15, 2009, the Board of Directors authorized the issuance of 2,587,500 shares of common stock in satisfaction of two notes payable to stockholders in the amount of $25,000 plus accrued interest of $712. See Note 3. 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 Director in its discretion from funds legally available therefore. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company's common stock. There are no conversions or redemption rights or sinking fund provisions with respect to the common stock. 5. INCOME TAXES The component of deferred tax assets at December 31, 2009 and 2008 is as follows: 2009 2008 ------ ------ Net operating loss carry forwards $ 73,800 $ 69,500 Less: Valuation allowance (73,800) (69,500) --------- --------- $ - $ - ========= ========= A 100% valuation allowance was provided at December 31, 2009 and 2008 as it is uncertain if the deferred tax assets would be utilized. The increase in the valuation allowance was a result from the increase in the Company's net operating loss carry forward. At December 31, 2009, the Company has unused federal net operating loss carry forwards of approximately $232,000 expiring between 2018 and 2029 and unused New Jersey net operating loss carry forwards of approximately $176,000 expiring between 2011 and 2016. EX-31 2 baynon10k09ex31.txt 302 CERTIFICATIONS 302 CERTIFICATION I, Pasquale Catizone, certify that: 1. I have reviewed this annual 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: March 26, 2010 /s/Pasquale Catizone ---------------------------- Pasquale Catizone President & Chief Executive Officer 302 CERTIFICATION I, Daniel Generelli, certify that: 1. I have reviewed this annual 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: March 26, 2010 /s/Daniel Generelli ---------------------------- Daniel Generelli, CFO EX-32 3 baynon10k09ex32.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 Annual Report of Baynon International Corp. (the "Company") on Form 10-K for the year ended December 31, 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 March 26, 2010 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 Annual Report of Baynon International Corp. (the "Company") on Form 10-K for the year ended December 31, 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 March 26, 2010 -----END PRIVACY-ENHANCED MESSAGE-----