10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2016

-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      000-26653

Baynon International Corp.

(Exact name of Registrant

in its charter)

Nevada	88-0285718
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ]   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):

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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, May 11, 2016:  Common Stock – 43,465,233.

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BAYNON INTERNATIONAL CORP.

FORM 10-Q

INDEX

Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
Balance Sheets at March 31, 2016 (Unaudited) and December 31, 2015	4
Statements of Operations for the three months ended March 31, 2016 and 2015 (Unaudited)	5
Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (Unaudited)	6
Notes to Financial Statements (Unaudited)	7
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.  Quantitative and Qualitative Disclosure About Market Risk	13
Item 4.  Controls and Procedures	13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.  Defaults Upon Senior Securities	15
Item 4.  Mine Safety Disclosures	15
Item 5.  Other Information	15
Item 6.  Exhibits	15
SIGNATURES	16

3

BAYNON INTERNATIONAL CORP.

BALANCE SHEETS

	March 31,	December 31,
	2016	2015
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$      1,317	$      3,792
TOTAL CURRENT ASSETS	1,317	3,792
TOTAL ASSETS	$        1,317	$        3,792
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$      29,090	$      26,009
Convertible notes payable – stockholder	25,000	25,000
Accrued interest – stockholder	1,311	937
TOTAL CURRENT LIABILITIES	55,401	51,946
TOTAL LIABILITIES	55,401	51,946
STOCKHOLDERS’ DEFICIENCY:
Common stock, par value $.001,
Authorized 50,000,000 shares, issued
and outstanding  43,465,233 shares	43,465	43,465
Additional paid-in capital	309,905	309,905
Accumulated deficit	(407,454)	(401,524)
TOTAL STOCKHOLDERS’ DEFICIENCY	(54,084)	(48,154)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$      1,317	$      3,792

The accompanying notes are an integral part of these financial statements

4

BAYNON INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	March 31,
	2016	2015
Revenues	$             -	$             -
Cost of revenue	-	-
Gross Profit	-	-
Other Costs:
General and administrative expenses	5,557	5,122
Total Other Costs	5,557	5,122
Operating loss	(5,557)	(5,122)
Other Income (Expense):
Interest income	1	2
Interest expense – stockholder	(374)	(476)
Total Other Income (Expense)	(373)	(474)
Net Loss	$     (5,930)	$     (5,596)
Loss per share:
Basic and diluted loss per       common share	$               -	$               -
Basic and diluted common shares outstanding	43,465,233	40,440,829

The accompanying notes are an integral part of these financial statements

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BAYNON INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(UNAUDITED)

	2016	2015
Cash flows from Operating Activities:
Net loss	$        (5,930)	$        (5,596)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest for common stock	-	476
Increase in accounts payable and accrued expenses	3,081	3,222
Increase in accrued interest – stockholder	374	-
Net cash used in operating activities	(2,475)	(1,898)
Decrease in Cash and Cash Equivalents	(2,475)	(1,898)
Cash and Cash Equivalents, beginning of  period	3,792	8,021
Cash and Cash Equivalents, end of  period	$           1,317	$        6,123
Schedule of Non-cash Activities:
Common stock issued for note payable	$                  -	$      50,000
Common stock issued for accrued interest	$                  -	$        8,662
Supplemental Disclosures of Cash Flow Information:
Cash paid during year for:
Income taxes	$            500	$         500
Interest	$                 -	$              -

The accompanying notes are an integral part of these financial statements

6

BAYNON INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2016 AND 2015

(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 twelve 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, 2015 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2016, its results of operations for the three months ended March 31, 2016 and 2015 and its cash flows for the three months ended March 31, 2016 and 2015.

The statements of operations for the three months ended March 31, 2016 and 2015 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, 2015.

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Loss Per Share

The Company computes loss per share in accordance with FASB ASC 260, “Earnings 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 loss per share for the three months ended March 31, 2016 and 2015 as their effect would be anti-dilutive:

	2016	2015
Convertible note payable and accrued interest - stockholder (Weighted average)	2,104,877	-

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 $407,454 at March 31, 2016.  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 March 31, 2017 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.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable, notes payable, and accrued expenses approximate fair value based on the short-term maturity of those instruments.

Recently Issued Accounting Standards

Management does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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3.

CONVERTIBLE NOTE PAYABLE - STOCKHOLDER

On April 10, 2012, the Company issued an unsecured convertible note payable to a stockholder in exchange for $50,000 in cash for the Company’s working capital needs. The note bore interest at 6% per annum and matured on April 10, 2013. The stockholder had the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share.

On April 10, 2013 and April 10, 2014 the note was extended for an additional twelve months. The note bore interest at 6% per annum. The stockholder had the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share. On February 27, 2015 the stockholder exercised his option to convert the note and accrued interest to common stock. The note and accrued interest thereon were converted into 4,693,041 shares of the Company’s common stock.

On May 18, 2015, the Company issued an unsecured convertible note payable to a stockholder in exchange for $25,000 in cash for the Company’s working capital needs. The note bears interest at 6% per annum and matures on May 18, 2016. The Stockholder has the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share.

At March 31, 2016 and December 31, 2015, accrued interest on the note was $1,311 and $937, respectively.  Interest expense amounted to $374 and $476 for the three months ended March 31, 2016 and 2015, respectively.

4.

COMMON STOCK

On September 19, 2013, the Company’s board of directors approved the increase in the number of authorized shares from 50,000,000 to 100,000,000. The increase will enable the Company to raise additional capital in the future. The Company has begun the process necessary to increase the number of authorized shares, but to date, has not yet completed the process.

On February 27, 2015, the Company’s board of directors approved the issuance of 4,693,041 shares of common stock upon a stockholder exercising his option to convert a note payable and accrue interest at $.0125 per share.

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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.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date that the financial were issued.

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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 has been prepared in accordance with accounting principles generally accepted in the United States with certain amount 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 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, 2015.  There have been no material changes to our critical accounting policies as of and for the three months ended March 31, 2016.

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.

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Liquidity and Capital Resources

At March 31, 2016, Baynon had a cash balance of $1,317, which represents a $2,475 decrease from the $3,792 balance at December 31, 2015.  This decrease was primarily the result of cash used to satisfy the requirements of a reporting company. Baynon’s working capital deficit at March 31, 2016 was $54,084 as compared to a December 31, 2015 deficit of $48,154.

For the three months ended March 31, 2016, we incurred a net loss of $5,930. We had the following adjustments to reconcile net loss to net cash used in operating activities: we had an increase of $3,081 due to accounts payable and accrued expenses and had an increase of $374 due to accrued interest due from stockholder. As a result, we had net cash used in operating activities of $2,475 for the three months ended March 31, 2016.

For the three months ended March 31, 2015, we incurred a net loss of $5,596. We had the following adjustments to reconcile net loss to net cash used in operating activities: we had an increase of $3,222 due to accounts payable and accrued expenses and had an increase of $476 due to accrued interest due from stockholder. As a result, we had net cash used in operating activities of $1,898 for the three months ended March 31, 2015.

During the three months ended March 31, 2016 and 2015, we did not pursue any investing and financing activities.

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 statement has been prepared assuming Baynon will continue as a going concern. As shown in the accompanying financial statements, Baynon has incurred losses of $5,930 and $5,596 for the three months ended March 31, 2016 and 2015, respectively, and a working capital deficiency which raises substantial doubt about the Company’s ability to continue as a going concern.

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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 April 1, 2016. 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 March 31, 2016, compared to the three months ended March 31, 2015.

Baynon incurred a net loss of $5,930 in the current period versus a net loss of $5,596 in the prior period.  General and administrative expenses were $5,557 compared to $5,122 in the prior period, an increase of $435.  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

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the

13

supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016.  Based on the existence of the material weakness in internal control over financial reporting discussed in our Form 10-K for the year ended December 31, 2015,- our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2016 to provide such reasonable assurances.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.  Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.  Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.  The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Remediation Plan for Material Weaknesses

At such time that it is economically feasible, we will aggressively recruit experienced professionals to ensure that we maintain adequate segregation of duties and have controls in place to ensure proper disclosures are in our filings with the Securities and Exchange Commission. Although we believe that these corrective steps will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2016, 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.

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PART II - OTHER INFORMATION

Item 1.   Legal Proceedings  

None

Item 1A.  Risk Factors

Not applicable for smaller reporting company.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.   Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosure

Not Applicable

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

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

15

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: May 11, 2016

BAYNON INTERNATIONAL CORP.

By:     /s/Pasquale Catizone

Pasquale Catizone,

Principal Executive Officer

/s/Daniel Generelli

Daniel Generelli,

Principal Financial Officer

16

EX-31

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: May 11, 2016

/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: May 11, 2016

/s/Daniel Generelli

Daniel Generelli

Chief Financial Officer

EX-32

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 Form 10-Q for the quarter ended March 31, 2016 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

May 11, 2016

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 Form 10-Q for the quarter ended March 31, 2016 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

May 11, 2016

XML

Document and Entity Information - USD ($)	3 Months Ended
	Mar. 31, 2016	May. 11, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	Baynon International Corporation
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Trading Symbol	bayn
Amendment Flag	false
Entity Central Index Key	0001089598
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		43,465,233
Entity Public Float			$ 85,024
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1

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Baynon International Corp. - Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 (Audited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash and cash equivalents	$ 1,317	$ 3,792
TOTAL CURRENT ASSETS	1,317	3,792
TOTAL ASSETS	1,317	3,792
CURRENT LIABILITIES:
Accounts payable and accrued expenses	29,090	26,009
Convertible notes payable - stockholder	25,000	25,000
Accrued interest - stockholder	1,311	937
TOTAL CURRENT LIABILITIES	55,401	51,946
TOTAL LIABILITIES	55,401	51,946
STOCKHOLDERS' DEFICIENCY:
Common stock, par value $.001, authorized 50,000,000 shares, issued and outstanding 43,465,233 shares	43,465	43,465
Additional paid-in capital	309,905	309,905
Accumulated deficit	(407,454)	(401,524)
TOTAL STOCKHOLDERS' DEFICIENCY	(54,084)	(48,154)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 1,317	$ 3,792

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Baynon International Corp. - Balance Sheets (Parentheticals)(USD $) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	43,465,233	43,465,233
Common stock, shares outstanding	43,465,233	43,465,233

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Baynon International Corp. - Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement
Revenues	$ 0	$ 0
Cost of revenue	0	0
Gross profit	0	0
Other Costs:
General and administrative expenses	5,557	5,122
Total Other Costs	5,557	5,122
Operating loss	(5,557)	(5,122)
Other Income (Expense):
Interest income	1	2
Interest expense - stockholder	(374)	(476)
Total Other Income (Expense)	(373)	(474)
Net Loss	$ (5,930)	$ (5,596)
Loss per share:
Basic and diluted earnings (loss) per common share	$ 0	$ 0
Basic and diluted common shares outstanding	43,465,233	40,440,829

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Baynon International Corp. - Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from Operating Activities:
Net Loss	$ (5,930)	$ (5,596)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest for common stock	0	496
Increase in accounts payable and accrued expenses	3,081	3,222
Increase in accrued interest - stockholder	374	0
Net cash used in operating activities	(2,475)	(1,898)
Decrease in Cash and Cash Equivalents	(2,475)	(1,898)
CASH AND CASH EQUIVALENTS - beginning of period	3,792	8,021
CASH AND CASH EQUIVALENTS - end of period	1,317	6,123
Schedule of Non-cash Activities:
Common stock issued for note payable	0	50,000
Common stock issued for accrued interest	0	8,662
Cash paid during period for:
Income taxes	500	500
Interest	$ 0	$ 0

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The Company

3 Months Ended

Mar. 31, 2016

Notes

The Company

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 twelve 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.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2016

Notes

Summary of Significant Accounting Policies

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Presentation

The December 31, 2015 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2016, its results of operations for the three months ended March 31, 2016 and 2015 and its cash flows for the three months ended March 31, 2016 and 2015.

The statements of operations for the three months ended March 31, 2016 and 2015 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, 2015.

Loss Per Share

The Company computes loss per share in accordance with FASB ASC 260, “Earnings 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 loss per share for the three months ended March 31, 2016 and 2015 as their effect would be anti-dilutive:

	Three months ended March 31, 2016	Three months ended March 31, 2015
Convertible note payable and accrued interest - stockholder (weighted average)	$2,104,877	$0

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 $407,454 at March 31, 2016.  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 March 31, 2017 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.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable, notes payable, and accrued expenses approximate fair value based on the short-term maturity of those instruments.

Recently Issued Accounting Standards

Management does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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3. Convertible Note Payable - Stockholder

3 Months Ended

Mar. 31, 2016

Notes

3. Convertible Note Payable - Stockholder

3.   CONVERTIBLE NOTE PAYABLE - STOCKHOLDER

On April 10, 2012, the Company issued an unsecured convertible note payable to a stockholder in exchange for $50,000 in cash for the Company’s working capital needs. The note bore interest at 6% per annum and matured on April 10, 2013. The stockholder had the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share.

On April 10, 2013 and April 10, 2014 the note was extended for an additional twelve months. The note bore interest at 6% per annum and matured on April 10, 2015. The stockholder had the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share. On February 27, 2015 the stockholder exercised his option to convert the note and accrued interest to common stock. The note and accrued interest thereon were converted into 4,693,041 shares of the Company’s common stock.

On May 18, 2015, the Company issued an unsecured convertible note payable to a stockholder in exchange for $25,000 in cash for the Company’s working capital needs. The note bears interest at 6% per annum and matures on May 18, 2016. The stockholder has the option to convert the note and accrued interest into the Company’s common stock at $.0125 per share.

At March 31, 2016 and December 31, 2015, accrued interest on the notes was $1,311 and $937, respectively.  Interest expense amounted to $374 and $476 for the three months ended March 31, 2016 and 2015, respectively.

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4. Common Stock

3 Months Ended

Mar. 31, 2016

Notes

4. Common Stock

4.   COMMON STOCK

On September 19, 2013, the Company’s board of directors approved the increase in the number of authorized shares from 50,000,000 to 100,000,000. The increase will enable the Company to raise additional capital in the future. The Company has begun the process necessary to increase the number of authorized shares, but to date, has not yet completed the process.

On February 27, 2015, the Company’s board of directors approved the issuance of 4,693,041 shares of common stock upon a stockholder exercising his option to convert a note payable and accrued interest at $.0125 per share.

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.

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5. Subsequent Events

3 Months Ended

Mar. 31, 2016

Notes

5. Subsequent Events

5.   SUBSEQUENT EVENTS        

The Company has evaluated subsequent events through the date this filing.

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Summary of Significant Accounting Policies: Interim Presentation (Policies)

3 Months Ended

Mar. 31, 2016

Policies

Interim Presentation

Interim Presentation

The December 31, 2015 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2016, its results of operations for the three months ended March 31, 2016 and 2015 and its cash flows for the three months ended March 31, 2016 and 2015.

The statements of operations for the three months ended March 31, 2016 and 2015 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, 2015.

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Summary of Significant Accounting Policies: Loss Per Share (Policies)

3 Months Ended

Mar. 31, 2016

Policies

Loss Per Share

Loss Per Share

The Company computes loss per share in accordance with FASB ASC 260, “Earnings 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 loss per share for the three months ended March 31, 2016 and 2015 as their effect would be anti-dilutive:

	Three months ended March 31, 2016	Three months ended March 31, 2015
Convertible note payable and accrued interest - stockholder (weighted average)	$2,104,877	$0

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Summary of Significant Accounting Policies: Going Concern (Policies)

3 Months Ended

Mar. 31, 2016

Policies

Going Concern

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 $407,454 at March 31, 2016.  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 March 31, 2017 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.

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Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

3 Months Ended

Mar. 31, 2016

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable, notes payable, and accrued expenses approximate fair value based on the short-term maturity of those instruments.

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Summary of Significant Accounting Policies: Recently Issued Accounting Standards (Policies)

3 Months Ended

Mar. 31, 2016

Policies

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Management does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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Summary of Significant Accounting Policies: Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2016

Tables/Schedules

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	Three months ended March 31, 2016	Three months ended March 31, 2015
Convertible note payable and accrued interest - stockholder (weighted average)	$2,104,877	$0

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Summary of Significant Accounting Policies: Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Details
Increase (Decrease) in Notes Payable, Related Parties, Current	$ 2,104,877	$ 0

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Summary of Significant Accounting Policies: Going Concern (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015
Details
Accumulated deficit	$ (407,454)	$ (401,524)	$ 407,454

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3. Convertible Note Payable - Stockholder (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	May. 18, 2015	Feb. 27, 2015	Apr. 10, 2013	Apr. 10, 2012
Details
Proceeds from convertible note payable				$ 25,000			$ 50,000
Accounts Payable, Interest-bearing, Interest Rate				6.00%		6.00%	6.00%
Debt Instrument, Convertible, Conversion Price				$ 0.0125	$ 0.0125		$ 0.0125
Common stock, shares issued	43,465,233		43,465,233		4,693,041
Interest Payable, Current		$ 1,311	$ 937
Interest Expense	$ 374	$ 476

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4. Common Stock (Details) - $ / shares	Mar. 31, 2016	Dec. 31, 2015	May. 18, 2015	Feb. 27, 2015	Apr. 10, 2012
Details
Common stock, shares issued	43,465,233	43,465,233		4,693,041
Debt Instrument, Convertible, Conversion Price			$ 0.0125	$ 0.0125	$ 0.0125