As filed with the Securities and Exchange Commission on March 8, 2004

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               BAYMONT CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     Nevada
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   71-0867612
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


                           200-4170 Still Creek Drive
                          Burnaby, B.C. V5C 6C6, Canada
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                   2004 Baymont Corporation Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                               Baymont Corporation
                           200-4170 Still Creek Drive
                          Burnaby, B.C. V5C 6C6, Canada
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)


                                 (604) 299-6600
--------------------------------------------------------------------------------
          (Telephone number, Including Area Code, of Agent for Service)


                                    Copy to:

                                David Lubin, Esq.
                              92 Washington Avenue
                           Cedarhurst, New York 11516
                                 (516) 569-9629



<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ --------------------- ---------------------- --------------------- ----------------------
Title of Securities To   Proposed Amount To    Maximum Offering       Maximum Aggregate     Amount of
Be Registered            Be Registered (1)     Price Per Share (2)    Offering Price        Registration Fee
------------------------ --------------------- ---------------------- --------------------- ----------------------

<S>                      <C>                   <C>                    <C>                   <C>
Common Stock, par        5,000,000 (3)         $ .0106                $ 53,000              $6.72
value $.001 per share
------------------------ --------------------- ---------------------- --------------------- ----------------------
</TABLE>


(1)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         indeterminable  number  of  additional  shares as may  become  issuable
         pursuant to terms  designed to prevent  dilution  resulting  from stock
         splits, stock dividends or similar events.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended.

(3)      Represents  shares of common stock  reserved  for issuance  pursuant to
         options  available for grant under the  Registrant's  2004 Stock Option
         Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I will be
delivered to the participant in the plans covered by this Registration Statement
as required by Rule 428(b)(1)  promulgated  under the Securities Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities and Exchange Commission by Baymont Corporation,  a Nevada corporation
(the "Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  are  incorporated  by  reference  in this  registration
statement:

         (1) our Annual  Report on Form  10-KSB for the year ended  January  31,
2003;

         (2) our Quarterly Report on Form 10-QSB for the quarter ended April 30,
2003;

         (3) our Quarterly  Report on Form 10-QSB for the quarter ended July 30,
2003;

         (4) our  Quarterly  Report on Form 10-QSB for the quarter ended October
31, 2003;

         (5) our Schedule 14f-1 filed February 12, 2004;

         (6) our Current Report on Form 8-K filed on February 20, 2004;

         (7) our preliminary Schedule 14C filed on February 27, 2004; and

         (8) the description of our Common Stock,  stated value $.001 per share,
contained  in  the  section   entitled   "Description   of  Securities"  of  the
Registrant's Registration Statement (File No. 333-84218); and

         (9) all other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal year
covered by the annual report referred to in (1) above.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in the
Registration  Statement  and to be a part  thereof  from the date of filing such
documents.   Any  statement   contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for all  purposes  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.

The Nevada  General  Corporation  Law  provides,  among other  things,  that the
Registrant may indemnify any person who was or is a party or is threatened to be
made a party to any threatened,  pending or completed action, suit or proceeding
(other  than an action by or in the  right of the  Registrant)  by reason of the
fact that the person is or was a  director,  officer,  agent or  employee of the
Registrant  or is or was  serving at the  Registrant's  request  as a  director,
officer, agent, or employee of another corporation,  partnership, joint venture,
trust  or  other  enterprise,   against  expenses,  including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action,  suit or proceeding.  The power to
indemnify  applies if such person is  successful  on the merits or  otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a  manner  he  reasonably  believed  to be in the best  interest,  or not
opposed  to the  best  interest,  of the  Registrant,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful.  The power to indemnify  applies to actions  brought by or in the
right of the  Registrant  as well,  but only to the extent of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the  circumstances  indemnification  should apply.
The indemnification  provisions  contained in the Nevada General Corporation Law
is not  exclusive  of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The  following  is a  complete  list  of  exhibits  filed  as  a  part  of  this
registration statement:

  Exhibit No.     Document

         4.1      Provisions  of  the  Articles  of   Incorporation  of  Baymont
                  Corporation  that  define  the rights of  security  holders of
                  Baymont  Corporation.  (previously filed with the Registrant's
                  Form SB-2 filed on March 13, 2002)

         4.2      Provisions of the By-Laws of Baymont  Corporation  that define
                  the  rights  of  security  holders  of  Baymont   Corporation.
                  (previously  filed  with the  Registrant's  Form SB-2 filed on
                  March 13, 2002)

         4.3      Baymont Corporation 2004 Stock Option Plan.

         4.4      Form of Stock Option Agreement under the Option Plan.

         5.1      Opinion of David Lubin & Associates.

         23.1     Consent of David Lubin & Associates (Included in Exhibit 5.1).

         23.2     Consent of Morgan & Company Chartered Accountants.

         24.1     Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).


Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  registration  statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the Registrant
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Vancouver, Canada, on March 4, 2004.



                                      BAYMONT CORPORATION

                                      By: /s/ Donald Neal
                                      Donald Neal, Chief Executive and Financial
                                      Officer, Secretary and Treasurer


                                POWER OF ATTORNEY

KNOW ALL PERSON BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Donald Neal with the power of substitution,  his
attorney-in-fact,  to sign any amendments to this Registration  Statement and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all that  his  substitute,  may do or  choose  to be done by  virtue
thereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated.

SIGNATURE                    TITLE                                 DATE
---------------------------- ------------------------------------- -------------

                             Chief Executive Officer, Chief        March 4, 2004
/s/ Donald Neal              Financial Officer, Secretary and
Donald Neal                  Treasurer, Director (principal
                             executive officer, principal
                             financial officer and principal
                             controller)
---------------------------- ------------------------------------- -------------
                             Director                              March 4, 2004
/s/ Gregory Crowe
Gregory Crowe
[{"type": "S-8", "sequence": "1", "filename": "forms8030904.txt", "secsgml_size_bytes": 17112}]
{"company-data": {"conformed-name": "BAYMONT CORP", "cik": "0001167886", "assigned-sic": "1400", "irs-number": "710867612", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113453", "film-number": "04659501"}, "business-address": {"street1": "4734 SOUTH GOLF COURSE DRIVE", "city": "BLAINE", "state": "WA", "zip": "98230", "phone": "3603713995"}, "mail-address": {"street1": "4734 SOUTH GOLF COURSE DRIVE", "city": "BLAINE", "state": "WA", "zip": "98230"}}
As filed with the Securities and Exchange Commission on March 8, 2004

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               BAYMONT CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   71-0867612
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                           200-4170 Still Creek Drive
                          Burnaby, B.C. V5C 6C6, Canada
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                   2004 Baymont Corporation Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                               Baymont Corporation
                           200-4170 Still Creek Drive
                          Burnaby, B.C. V5C 6C6, Canada
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (604) 299-6600
--------------------------------------------------------------------------------
          (Telephone number, Including Area Code, of Agent for Service)

                                    Copy to:

                                David Lubin, Esq.
                              92 Washington Avenue
                           Cedarhurst, New York 11516
                                 (516) 569-9629
CALCULATION OF REGISTRATION FEE
------------------------ --------------------- ---------------------- --------------------- ----------------------
Title of Securities To   Proposed Amount To    Maximum Offering       Maximum Aggregate     Amount of
Be Registered            Be Registered (1)     Price Per Share (2)    Offering Price        Registration Fee
------------------------ --------------------- ---------------------- --------------------- ----------------------
Common Stock, par        5,000,000 (3)         $ .0106                $ 53,000              $6.72
value $.001 per share
------------------------ --------------------- ---------------------- --------------------- ----------------------
(1)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         indeterminable  number  of  additional  shares as may  become  issuable
         pursuant to terms  designed to prevent  dilution  resulting  from stock
         splits, stock dividends or similar events.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended.

(3)      Represents  shares of common stock  reserved  for issuance  pursuant to
         options  available for grant under the  Registrant's  2004 Stock Option
         Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I will be
delivered to the participant in the plans covered by this Registration Statement
as required by Rule 428(b)(1)  promulgated  under the Securities Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities and Exchange Commission by Baymont Corporation,  a Nevada corporation
(the "Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  are  incorporated  by  reference  in this  registration
statement:

         (1) our Annual  Report on Form  10-KSB for the year ended  January  31,
2003;

         (2) our Quarterly Report on Form 10-QSB for the quarter ended April 30,
2003;

         (3) our Quarterly  Report on Form 10-QSB for the quarter ended July 30,
2003;

         (4) our  Quarterly  Report on Form 10-QSB for the quarter ended October
31, 2003;

         (5) our Schedule 14f-1 filed February 12, 2004;

         (6) our Current Report on Form 8-K filed on February 20, 2004;

         (7) our preliminary Schedule 14C filed on February 27, 2004; and

         (8) the description of our Common Stock,  stated value $.001 per share,
contained  in  the  section   entitled   "Description   of  Securities"  of  the
Registrant's Registration Statement (File No. 333-84218); and

         (9) all other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal year
covered by the annual report referred to in (1) above.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in the
Registration  Statement  and to be a part  thereof  from the date of filing such
documents.   Any  statement   contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for all  purposes  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.

The Nevada  General  Corporation  Law  provides,  among other  things,  that the
Registrant may indemnify any person who was or is a party or is threatened to be
made a party to any threatened,  pending or completed action, suit or proceeding
(other  than an action by or in the  right of the  Registrant)  by reason of the
fact that the person is or was a  director,  officer,  agent or  employee of the
Registrant  or is or was  serving at the  Registrant's  request  as a  director,
officer, agent, or employee of another corporation,  partnership, joint venture,
trust  or  other  enterprise,   against  expenses,  including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action,  suit or proceeding.  The power to
indemnify  applies if such person is  successful  on the merits or  otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a  manner  he  reasonably  believed  to be in the best  interest,  or not
opposed  to the  best  interest,  of the  Registrant,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful.  The power to indemnify  applies to actions  brought by or in the
right of the  Registrant  as well,  but only to the extent of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the  circumstances  indemnification  should apply.
The indemnification  provisions  contained in the Nevada General Corporation Law
is not  exclusive  of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The  following  is a  complete  list  of  exhibits  filed  as  a  part  of  this
registration statement:

  Exhibit No.     Document

         4.1      Provisions  of  the  Articles  of   Incorporation  of  Baymont
                  Corporation  that  define  the rights of  security  holders of
                  Baymont  Corporation.  (previously filed with the Registrant's
                  Form SB-2 filed on March 13, 2002)

         4.2      Provisions of the By-Laws of Baymont  Corporation  that define
                  the  rights  of  security  holders  of  Baymont   Corporation.
                  (previously  filed  with the  Registrant's  Form SB-2 filed on
                  March 13, 2002)

         4.3      Baymont Corporation 2004 Stock Option Plan.

         4.4      Form of Stock Option Agreement under the Option Plan.

         5.1      Opinion of David Lubin & Associates.

         23.1     Consent of David Lubin & Associates (Included in Exhibit 5.1).

         23.2     Consent of Morgan & Company Chartered Accountants.

         24.1     Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  registration  statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the Registrant
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Vancouver, Canada, on March 4, 2004.

                                      BAYMONT CORPORATION

                                      By: /s/ Donald Neal
                                      Donald Neal, Chief Executive and Financial
                                      Officer, Secretary and Treasurer

                                POWER OF ATTORNEY

KNOW ALL PERSON BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Donald Neal with the power of substitution,  his
attorney-in-fact,  to sign any amendments to this Registration  Statement and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all that  his  substitute,  may do or  choose  to be done by  virtue
thereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated.

SIGNATURE                    TITLE                                 DATE
---------------------------- ------------------------------------- -------------

                             Chief Executive Officer, Chief        March 4, 2004
/s/ Donald Neal              Financial Officer, Secretary and
Donald Neal                  Treasurer, Director (principal
                             executive officer, principal
                             financial officer and principal
                             controller)
---------------------------- ------------------------------------- -------------
                             Director                              March 4, 2004
/s/ Gregory Crowe
Gregory Crowe