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) March 14, 2006
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)
2111 Palomar Airport Road, Suite 100, Carlsbad, CA 92009
(Address of principal executive offices)
(760) 930-0100
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On March 14, 2006 CAL BAY INTERNATIONAL, INC. entered into two SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE Agreements totaling $1,626,458.33
(One million and six hundred and twenty six thousand four hundred and fifty
eight dollars and thirty three cents). As part of the Note Agreements the
Company entered into four Warrant agreements. The following descriptions
of the Notes and Warrants are qualified in their entirety by reference to
the Notes and warrants, which are attached as exhibits hereto and are
incorporated herein by reference in their entirety.
Following is a summary of the SENIOR SECURED CONVERTIBLE PROMISSORY NOTES:
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE ($555,486.11)
On March 14, 2006, Cal Bay International, Inc. (the "Company") entered into
a SENIOR SECURED CONVERTIBLE PROMISSORY NOTE agreement (the "Agreement")
where CAL-BAY INTERNATIONAL, INC., a Nevada corporation (the "Borrower"),
does hereby promise to pay to the order of PROFESSIONAL TRADERS FUND, LLC
("Holder"), or its assigns, c/o Professional Traders Management, LLC, 1400
Old Country Road, Suite 206, Westbury, New York 11590 the principal sum
(inclusive of interest and costs) of Five Hundred Fifty-Five Thousand Four
Hundred Eighty-Six Dollars and Eleven Cents ($555,486.11). All amounts
owed under this Note shall be payable in full on March 14, 2007 (the
"Maturity Date").The Holder acknowledges that the Secured Convertible
promissory Note dated March 6, 2006 in the principal amount of
$300,350 issued by the Borrower to Holder is cancelled and discharged
simultaneously with the issuance of this Note; and
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE ($1,070,972.22)
On March 14, 2006, Cal Bay International, Inc. (the "Company") entered
into a SENIOR SECURED CONVERTIBLE PROMISSORY NOTE agreement
the "Agreement") where CAL-BAY INTERNATIONAL, INC., a Nevada
corporation (the "Borrower"), does hereby promise to pay to the order of
PROFESSIONAL OFFSHORE OPPORTUNITIES FUND LIMITED ("Holder"), or its
respective assigns, c/o Professional Traders Management, LLC, 1400 Old
Country Road, Suite 206, Westbury, New York 11590 the principal sum
inclusive of interest and costs) of One Million Seventy Thousand Nine
Hundred Seventy-Two Dollars and Twenty-Two Cents ($1,070,972.22).
All amounts owed under this Note shall be payable in full on March 14,
2007 (the "Maturity Date").
In addition as part of the foregoing transactions warrants were issued as
follows:
CAL-BAY INTERNATIONAL, INC.
WARRANT
No. 1 March 14, 2006
VOID AFTER March 14, 2011
THIS CERTIFIES that, for value received, PROFESSIONAL TRADERS FUND, LLC, or its
assigns (the "Holder"), shall be entitled to subscribe for and purchase from
CAL-BAY INTERNATIONAL, INC., a Nevada corporation (the "Corporation"), 347,179
shares (subject to adjustment as provided herein, the "Warrant Shares") of the
Corporation's Common Stock at an exercise price of $.80 (the "Exercise Price" or
the "Exercise Price Per Share") for each Warrant Share, during the Exercise
Period
CAL-BAY INTERNATIONAL, INC.
WARRANT
No. 2 March 14, 2006
VOID AFTER March 14, 2011
THIS CERTIFIES that, for value received, PROFESSIONAL OFFSHORE OPPORTUNITY FUND
LIMITED, or its assigns (the "Holder"), shall be entitled to subscribe for and
purchase from CAL-BAY INTERNATIONAL, INC., a Nevada corporation (the
"Corporation"), 446,238 shares (subject to adjustment as provided herein, the
"Warrant Shares") of the Corporation's Common Stock at an exercise price of
$1.20 (the "Exercise Price" or the "Exercise Price Per Share") for each Warrant
Share, during the Exercise Period.
CAL-BAY INTERNATIONAL, INC.
WARRANT
No. 3 March 14, 2006
VOID AFTER March 14, 2011
THIS CERTIFIES that, for value received, PROFESSIONAL OFFSHORE OPPORTUNITY FUND
LIMITED, or its assigns (the "Holder"), shall be entitled to subscribe for and
purchase from CAL-BAY INTERNATIONAL, INC., a Nevada corporation (the
"Corporation"), 669,358 shares (subject to adjustment as provided herein, the
"Warrant Shares") of the Corporation's Common Stock at an exercise price of
$.80 (the "Exercise Price" or the "Exercise Price Per Share") for each Warrant
Share, during the Exercise Period.
CAL-BAY INTERNATIONAL, INC.
WARRANT
No. 4 March 14, 2006
VOID AFTER March 14, 2011
THIS CERTIFIES that, for value received, PROFESSIONAL TRADERS FUND, LLC, or its
assigns (the "Holder"), shall be entitled to subscribe for and purchase from
CAL-BAY INTERNATIONAL, INC., a Nevada corporation (the "Corporation"), 231,453
shares (subject to adjustment as provided herein, the "Warrant Shares") of the
Corporation's Common Stock at an exercise price of $1.20 (the "Exercise Price"
or the "Exercise Price Per Share") for each Warrant Share, during the Exercise
Period
The foregoing descriptions of the Notes and Warrants are qualified in their
entirety by reference to the Notes and warrants, which are attached as exhibits
hereto and are incorporated herein by reference in their entirety.
The information in this Report on Form 8-K (including the exhibit) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
in any filing made by the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current
Report on Form 8-K:
Exhibit Description
- ------- -----------
10.1 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE ($555,486.11) March 14, 2006
10.2 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE ($1,070,972.22) March 14, 2006
10.3 WARRANT NO. 1 March 14, 2006
10.4 WARRANT NO. 2 March 14, 2006
10.5 WARRANT NO. 3 March 14, 2006
10.6 WARRANT NO. 4 March 14, 2006
10.7 INTERCREDITOR AGREEMENT March 14, 2006
10.8 REGISTRATION RIGHTS AGREEMENT March 14, 2006
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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.
CAL BAY INTERNATIONAL, INC.
Date: March 14, 2006
By: /s/ Roger E. Pawson
_______________________________________
Title: President and Chief Financial Officer