Cal-Bay International, Inc.
1582 Parkway Loop
Suite G
Tustin, CA 92780
Phone: 714-258-7070
FAX: 714-258-7077
www.calbayinternational.com
e-mail: info@calbayinternational.com
February 25, 2004
Mr. Frank Green
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re:
Cal Bay International, Inc.
SEC File No. 333-111576
Dear Mr. Edwards:
Pursuant to Rule 477 of Regulation C, this letter is a formal request to withdraw the SB-2 Registration Statement originally filed on December 24, 2003 by Cal Bay International, Inc. None of the Company’s securities have been offered or sold. We are requesting withdrawal because we are re-negotiating the terms of our Equity Line of Credit with Dutchess Private Equities Fund. We anticipate filing a new Registration Statement upon conclusion of the negotiations.
Please advise if you need any further information in order for the Commission to consent to our request to withdraw our registration statement.
Sincerely,
/s/ Robert J. Thompson
Robert J. Thompson
President and CEO
