0001144204-08-058622.txt : 20091022 0001144204-08-058622.hdr.sgml : 20091022 20081021153609 ACCESSION NUMBER: 0001144204-08-058622 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SecureLogic Corp CENTRAL INDEX KEY: 0001098875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860866757 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 165 WESTRIDGE DR CITY: WATSONVILLE STATE: CA ZIP: 95076 BUSINESS PHONE: 8317616200 MAIL ADDRESS: STREET 1: 165 WESTRIDGE DR CITY: WATSONVILLE STATE: CA ZIP: 95076 FORMER COMPANY: FORMER CONFORMED NAME: Monterey Bay Tech, Inc. DATE OF NAME CHANGE: 20050406 FORMER COMPANY: FORMER CONFORMED NAME: ALADDIN SYSTEMS HOLDINGS INC DATE OF NAME CHANGE: 19991112 CORRESP 2 filename2.htm

BAY ACQUISITION CORP.

Formerly SecureLogic Corp.

420 Lexington Avenue

Suite 2320

New York, NY 10170

October 21, 2008

U. S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:	SecureLogic Corp. (the "Company")

File No. 000-28099

To Whom It May Concern:

In response to your request for certain confirmations from the Company, please find the following. The Company hereby acknowledges the following:

1. The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

2. Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

3. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Bay Acquisition Corp.

f/k/a SecureLogic Corp.

By: /s/ Paul Goodman

Chief Executive Officer

CORRESP 1 filename1.htm

Cyruli Shanks Hart & Zizmor, LLP

Attorneys at Law

420 Lexington Avenue

Suite 2320

New York, NY 10170

(212) 661-6800

October 21, 2008

Mr. Mark Shannon

U. S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:	SecureLogic Corp. (the "Company")

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Forms 10-Q for the Fiscal Quarters Ended

March 31, 2008 and June 30, 2008

File No. 000-28099

Dear Mr. Shannon:

Enclosed please find Amendments to the Company’s Form 10-KSB for the Fiscal Year Ended December 31, 2007 and Forms 10-Q for the Fiscal Quarters Ended March 31, 2008 and June 30, 2008 which have been filed in response to your September 25, 2008 comment letter. This letter summarizes our responses thereto and shown below are specific responses to the numbered paragraphs contained in your comment letter (with such responses numbered to reflect the paragraph it is responsive to).

Form 10-KSB/A

1. In response to comment number 1, please note that the Company’s written acknowledgement is attached hereto.

2. In response to comment number 2, please note that the disclosure required by paragraphs 1 and 3 of Item 308T(a)(1) of Regulation S-B has been added.

3. In response to comment number 3, please note that the Company’s management has now concluded that its disclosure controls and procedures were not effective as of December 31, 2007 and the disclosure has been revised accordingly.

Forms 10-Q/As

4. In response to comment number 4, please note that the disclosure regarding the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) has been added.

5. In response to comment number 5, please note that the Form 10Q/A now reflects that there were changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2008.

6. In response to comment number 6, please note that Exhibit 31 to both Form 10-Q/As has been revised.

7. In response to comment number 7, please note that Item 4(T) has been revised to reflect that the assessment of disclosure controls and procedures was completed as of March 31, 2008.

Sincerely,

/s/ Paul Goodman

Paul Goodman