SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 18, 2005
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SECURELOGIC CORP.
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(Exact name of registrant as specified in its charter)
NEVADA 000-28099 86-0866757
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 WALL STREET
58TH FLOOR
NEW YORK, NY 10005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (866) 838-1102
MONTEREY BAY TECH, INC.
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Registrant's Former Name
Item 4.01 Changes in Registrant's Certifying Accountant.
Effective July 15, 2005, Stonefield Josephson, Inc. ("Stonefield Josephson")
resigned as the Company's independent auditors, and the Board of Directors of
the Company approved the engagement of Brightman Almagor & Co., a member firm of
Deloitte Touche Tohmatsu, as its independent auditors for the fiscal year ended
December 31, 2005. The Company did not consult with Brightman Almagor & Co. on
any matters prior to their retention regarding the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company's financial statements.
Stonefield Josephson audited the Company's financial statements for fiscal year
ended December 31, 2004. Stonefield Josephson's report on our financial
statements for the year ended December 31, 2004 did not contain an adverse
opinion or a disclaimer of opinion nor was it qualified or modified as to
uncertainty, audit scope or accounting principle. Since January 31, 2005, the
date that Stonefield Josephson was engaged as the Company's independent
auditors, which was the subject of the Company's Current Report filed on Form
8-K on February 4, 2005 and through July 15, 2005, the date of cessation of
Stonefield Josephson as the Company's independent auditor, there have been no
disagreements with Stonefield Josephson on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Stonefield Josephson
would have caused them to make reference thereto in their report on the
financial statements for such years.
During the most recent fiscal year and through July 15, 2005, there have been no
reportable events as outlined in Regulation S-B Item 304 (a)(1)(iv), other than
as follows: In Item 8Aof its Annual Report on Form 10-KSB/A for the year ended
December 31, 2004, and in Item 3 of its Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2005, the Company identified a material weakness in
internal controls over the application of certain generally accepted accounting
principles within the financial reporting process because the Company lacked
sufficient complement of personnel with a level of financial expertise
commensurate with the Company's financial reporting requirements. This material
weakness contributed to the following individual material weaknesses: (a) the
Company lacked segregation of accounting duties since the sale of their
operating subsidiaries in April 2004. As a result, the part-time Chief Financial
Officer has made all accounting entries, reviewed all accounting entries and
reported on the financial results and (b) the Company had significant accounting
adjustments for the year ended December 31, 2004 and the quarter end March 31,
2005 to the accounting records and financial reports
There were no events otherwise reportable under Item 304(a)(1)(iv) of Regulation
S-B.
The Company has requested that Stonefield Josephson furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
In response to the Company's request, Stonefield Josephson has furnished the
Company with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of such
letter, dated July 18, 2005, was included as Exhibit 16 to the Form 8-K filed by
the Company on July 21, 2005.
Item 9.01 -- Financial Statements and Exhibits
(c) Exhibits
Exhibit 16 -- Letter dated July 18, 2005 from Stonefield Josephson to the
Securities and Exchange Commission (included in Form 8-K filed on July 21,
2005).
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 hereunto duly authorized.
SecureLogic Corp.
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(Registrant)
Date: July 26, 2005 /s/ Gary Koren
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Gary Koren, Chief Executive Officer
Exhibit Index
Exhibit No Description
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16 Letter of Stonefield Josephson dated July 18, 2005 (included
in Form 8-K filed on July 21, 2005)