SecProbe.io

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January 28, 2005

Mail Stop 05-11

Mr. Pasquale Catizone
Baynon International Corp.
266 Cedar Street, Suite 100
Cedar Grove, NJ 07009

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

Dear Mr. Catizone:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call the applicable staff person at the
telephone number listed at the end of this letter.

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

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

Please obtain and file an updated Exhibit 16 letter from the
former
accountants stating whether the accountant agrees with your
revised
Item 304 disclosures, or the extent to which the accountant does
not
agree.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days after the date
of
this letter.  Please contact the staff immediately if you require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Direct any questions regarding this letter to Carlton Tartar at
202.942.2847.

						Sincerely,

						Carlton Tartar
						Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

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