U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 5 , 2005
Commission File No. 0-32893
CAL-BAY INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 26-0021800
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 502548 San Diego, California 92150-2548
(Address of principal executive offices) (Zip Code)
(858)243-2615
(Issuer's telephone number)
1582 PARKWAY LOOP, SUITE G, TUSTIN, CA 92780
(Former name or former address, if changes since last report)
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 5, 2005, Cal-Bay International, Inc. completed the acquisition of
TLCO Software, Inc. TLCO Software is a Nevada corporation that designs
proprietary software programs for commercial use in the internet web-hosting
industry. One-hundred percent (100%) of the outstanding shares of TLCO
Softwares common stock were acquired from the former owner, Mr. Roger
Pawson of San Diego, California for consideration of Fifteen million
(15,000,000) shares of Cal-Bay International (CBYI) common stock. TLCO
Software, Inc. will operate in the future as a wholly-owned subsidiary of
Cal-Bay International, Inc.
On January 6, 2005, Cal-Bay International,Inc.also completed the sale of its
subsidiary companies, Cal-Bay Controls, Inc., Cal-Bay Analytical, Inc., and
WetChem, Inc. to Atlantis Holding Corp. Both Cal-Bay Controls and Cal-Bay
Analytical are Nevada corporations that operate as sales representative and
distribution companies in the Western US for environmental, process-control,
safety and laboratory instrumentation and related products and services.
WetChem, Inc. is incorporated in Florida, but currently has no business
activities. One-hundred percent (100%) of the outstanding shares of the
common stock of Cal-Bay Controls, Cal-Bay Analytical and WetChem, Inc. were
purchased from Cal-Bay International, Inc. by Atlantis Holding Corporation
for consideration of One million (1,000,000)shares of Atlantis Holding Corp.
preferred B class stock. Cal-Bay Controls, Cal-Bay Analytical and WetChem
will operate in the future as wholly-owned subsidiaries of Atlantis Holding
Corp. Atlantis Holding Corp is a Pink Sheet company, incorporated in the
State of Nevada. (a new trading symbol is currently being applied for).
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On January 7, 2005, Cal-Bay International,Inc. announced the resignations of
Robert J. Thompson and Charles A. Prebay from its board of directors and as
officers of the company. Mr. Thompson served as President and CEO, and was
the Chairman of the Board of Directors. Mr. Prebay served as Vice President
and CFO, and was the Secretary and Treasurer and was also a memberof the
Board of Directors. The resignations of Mr. Thompson and Mr. Prebay were not
due to any disagreements or other conflicts with Cal-Bay International.
On January 7, 2005, Cal-Bay International, Inc. announced the appointment of
Roger Pawson to its Board of Directors, where he will serve as Chairman of
the Board. Mr. Pawson was also appointed to the positions of President and
CEO, Secretary and Treasurer of Cal-Bay International, Inc.
Item 8.01. Other Events.
On January 7, 2005, Cal-Bay International, Inc. changed its mailing address
(as noted earlier on this form) to the following: P.O.Box 502548, San Diego,
CA 92150-2548. The telephone number was also changed to: (858) 243-2615.
Item 9.01. Financial Statements and Exhibits.
On January 5, 2005, Cal-Bay International, Inc. completed the acquisition of
TLCO Software, Inc. The complete audited financial statements for TLCO
Software are not currently available but will be filed as required by
amendment to this Form 8-K within 71 calendar days of this filing.
SIGNATURES
In accordance with Section 13 of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CAL BAY INTERNATIONAL, INC.
A Nevada Corporation
-------------------------
(Registrant)
January 10, 2005
By: /s/ Roger E. Pawson
------------------------------------------
Roger E. Pawson, President, Secretary,
Treasurer and Director