10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

 þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the quarterly period ended:

September 30, 2010

 o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

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Commission File Number: 001- 28099

BAY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

———————

Nevada	77-0571784
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

420 Lexington Avenue, Suite 2320, New York, NY 10170

(Address of Principal Executive Office) (Zip Code)

(212) 661-6800

(Registrant’s telephone number, including area code)

SECURELOGIC CORP.

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.		þ Yes o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨  Yes    ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).		þ  Yes  o  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 19, 2010 there were 23,422,663 shares of common stock outstanding, par value $0.001.

BAY ACQUISITION CORP.

(FORMERLY: SECURELOGIC CORP.)

(UNAUDITED)

TABLE OF CONTENTS

		Page Number
PART I. Financial Statements
Item 1.	Financial Information(Unaudited)
	Condensed Balance Sheets as of September 30, 2010 and December 31, 2009	1
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2010 and September 30, 2009	2
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2010 and September 30, 2009	3
	Notes to Condensed Financial Statements – September 30, 2010	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9
Item 4T.	Controls and Procedures	9
PART II. Other Information
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Removed and Reserved	11
Item 5.	Other Information	11
Item 6.	Exhibits	11
Signatures		12

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.

BAY ACQUISITION CORP.

(FORMERLY: SECURELOGIC CORP.)

CONDENSED BALANCE SHEETS

(U.S. Dollars in thousands, except share data)

 (unaudited)

	September 30,			December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	4		$	4
Note receivable - shareholder		157			171
Interest receivable - shareholder		20			11
Total current assets		181			186
Total assets	$	181		$	186
Liabilities and Shareholders' Equity
Current liabilities:
Trade payables	$	49		$	36
Total current liabilities		49			36
Commitments and contingencies
Shareholders' equity:
Common stock $0.001 par value; 100,000,000 shares authorized,
55,947,331 issued and 23,422,663 outstanding at September 30, 2010
and December 31, 2009		23			23
Additional paid-in capital		14,247			14,247
Treasury stock (32,899,667 shares)		(4,957	)		(4,957	)
Accumulated deficit		(9,181	)		(9,163	)
Total shareholders' equity		132			150
Total liabilities and shareholders' equity	$	181		$	186

The accompanying footnotes are an integral part of these condensed financial statements.

1

BAY ACQUISITION CORP.

(FORMERLY: SECURELOGIC CORP.)

CONDENSED STATEMENTS OF OPERATIONS

(U.S. Dollars in thousands, except share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009
Revenue	$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-
Gross profit		-			-			-			-
General and administrative expenses		9			12			27			43
Operating loss		(9	)		(12	)		(27	)		(43	)
Interest income		3			3			9			8
Loss before income taxes		(6	)		(9	)		(18	)		(35	)
Provision for income taxes		-			-			-			-
Net loss applicable to common shares	$	(6	)	$	(9	)	$	(18	)	$	(35	)
Net loss per share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and Diluted		23,422,663			20,283,573			23,422,663			20,283,573

The accompanying footnotes are an integral part of these condensed financial statements.

2

BAY ACQUISITION CORP.

(FORMERLY: SECURELOGIC CORP.)

CONDENSED STATEMENTS OF CASH FLOWS

(U.S. Dollars in thousands)

(unaudited)

	Nine Months Ended
	September 30,			September 30,
	2010			2009
Cash flows from operating activities:
Net loss	$	(18	)	$	(35	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Increase in other current assets		(9	)		(8	)
Increase in accounts payable		13			7
Net cash used in operating activities		(14	)		(36	)
Cash flows from financing activities:
Repayment by (loan to) shareholder		14			(171	)
Net increase (decrease) in cash		-			(207	)
Cash at beginning of period		4			215
Cash at end of period	$	4		$	8
Supplemental Cash Flow Information
During the period, cash was paid for the following:
Interest	$	-		$	-
Income taxes	$	-		$	-

The accompanying footnotes are an integral part of these condensed financial statements.

3

BAY ACQUISITION CORP.

(FORMERLY SECURELOGIC CORP.)

NOTES TO THE CONDENSED INTERIM FINANCIAL

STATEMENTS (UNAUDITED)

September 30, 2010 and 2009

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The accompanying condensed unaudited interim financial statements have been prepared by Bay Acquisition Corp. (formerly, SecureLogic Corp.) (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. These financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals, which are, in the opinion of management, necessary for a fair presentation of the financial position of the Company as of September 30, 2010 and the results of operations and cash flows for the interim periods indicated in conformity with generally accepted accounting principles applicable to interim periods. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company for the year ended December 31, 2009 that is included in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 15, 2010 (the “2009 10-K”).

The Company is defined as a shell entity and is engaged in a plan to re-enter the homeland security marketplace through a combination of organic development, the acquisition of products and/or the acquisition of companies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

As reflected in the accompanying financial statements, the Company’s operations for the three and nine months ended September 30, 2010, resulted in a net loss of $6,000 and $18,000 and the Company's balance sheet reflects an accumulated deficit of $9,181,000. The Company’s ability to continue operating as a “going concern” is dependent on its ability to raise sufficient additional working capital. Management’s plans in this regard include raising additional cash from current shareholders and potential investors and lenders.

These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue its existence.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

4

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2010 and December 31, 2009. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.

The Company maintains cash and cash equivalents and investments with major financial institutions and limits the amount of credit exposure with any institution.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method described in FASB Accounting Standards Codification (“ASC”) 740-10 (Prior authoritative literature: FASB Statement 109, “Accounting for Income Taxes,”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes and liabilities are computed annually for differences between the financial statement and the tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Also, in accordance with the provisions of ASC 740-10 (Prior authoritative literature Financial Accounting Standards Board ("FASB"), the Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not believe it has any unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing ASC 740-10.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company estimates that the fair value of all financial instruments at September 30, 2010 and December 31, 2009, as defined in ASC 825-10, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

5

Effective January 1, 2009, we implemented ASC 825-10, Fair Value Measurements, for our assets and liabilities that are re-measured at fair value. The adoption of ASC 825-10 for our assets and liabilities that are re-measured at fair value did not impact our financial position or results of operations.

INCOME (LOSS) PER COMMON SHARE

ASC 260-10 requires the presentation of basic earnings (loss) per share ("basic EPS") and diluted earnings (loss) per share ("diluted EPS").

The Company’s basic loss per common share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted loss per common share is based on net loss, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and beneficial conversion of related party accounts.

Outstanding share options and shares issued and reserved for outstanding share options have been excluded from the calculation of basic and diluted net loss per share to the extent such securities are anti-dilutive

NOTE 3 – NOTE RECEIVABLE - SHAREHOLDER

On February 11, 2009, the Company made a term bridge loan to a shareholder of the Company in the amount of $171,000. The loan bears interest at a rate of 8% per annum and is due and payable on December 31, 2010.

6

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read together with the financial statements and related notes included in this Report.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially from those anticipated in those forward-looking statements as a result of certain factors, including, but not limited to, those contained in the discussion on forward-looking statements that follows this section.

OVERVIEW

We were previously engaged in the business of developing and marketing systems that manage the movement of people and baggage through airports.  Since July 2008, the Company has been engaged in reconstituting its business plan to re-enter the homeland security marketplace through a combination of organic development, the acquisition of products and/or the acquisition of companies.

Results of Operations

Total revenues for the three and nine month periods ended September 30, 2010 and 2009 were $0.

Gross profit for the three and nine month periods ended September 30, 2010 and 2009 were both $0.

Expenses

Our total expenses for the three month periods ended September 30, 2010 and 2009 were $9,000 and $12,000 respectively, which reflects professional fees and expenses related to maintaining the Company’s compliance with its obligations under the Securities Exchange Act of 1934, as amended.

Our total expenses for the nine month periods ended September 30, 2010 and 2009 were $27,000 and $43,000 respectively, which reflects professional fees and expenses related to maintaining the Company’s compliance with its obligations under the Securities Exchange Act of 1934, as amended.

Interest Income

During the three months ended September 30, 2010, we recorded $3,000 of interest income in connection with the term bridge loan we made on February 11, 2009 to a stockholder of the Company in the amount of $171,000. The loan bears interest at a rate of 8% per annum and is due and payable on December 31, 2010. During the nine months ended September 30, 2010, we recorded $9,000 of interest income in connection with the same loan.  Since inception, the shareholder has repaid $14,000 of the loan.

Loss

Our loss for the three months and nine months ended September 30, 2010 was $6,000 and $18,000, respectively which reflects the items shown above.  During the same respective periods in 2009 we had a loss of $9,000 and $35,000.  The decrease in our net loss was a result of decreased professional fees associated with maintaining our status as an OTCBB traded company.

7

Liquidity and Capital Resources 

Cash Flow

Net cash provided by (used in) operating activities.  Net cash provided used in operating activities was $14,000 for the nine months ended September 30, 2010, compared to net cash used in operating activities of $36,000 for the same period in 2009. This decrease was primarily a result in a decrease in net loss in the 2010 period.

Net cash provided by financing activities. Net cash provided from financing activities was

$14,000 for the nine months ended September 30, 2010, compared to net cash used in by financing activities of $171,000 for the nine months ended September 30, 2009. The change reflects a loan made to a shareholder in the 2009 period and a partial repayment of such loan in the 2010 period.

As of September 30, 2010, total current assets were $181,000 and total current liabilities were $49,000, and the Company had a cash balance of $4,000.

Our financial statements raise doubt to our ability to continue operating as a “going concern”. However, we believe that our existing cash, the repayment of the short term bridge loan made to our shareholder, together with potential revenue from the licenses received in the Acquisition Reversal will be sufficient to support our operations through the end of 2010; provided that, in the event that that Company shall acquire additional products or subsidiaries, we may require significant amounts of additional capital sooner than the end of 2010. In such a case, we may seek to sell additional equity or debt securities or obtain a credit facility.  The sale of additional equity or convertible debt securities could result in additional dilution to our shareholders. Incurring indebtedness would result in an increase in our fixed obligations and could result in borrowing covenants that would restrict our operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If financing is not available when required or is not available on acceptable terms, we may be unable to develop or enhance our products or services, or, we may potentially not be able to continue business activities. Any of these events could have a material and adverse effect on our business, results of operations and financial condition.

Critical Accounting Policies and Estimates

Our discussion and analysis of its financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to bad debts, income taxes and contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values o f assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements as defined in Item 303(c)(2) of Regulation S-K.

8

Forward-Looking Statements

The statement made above relating to the adequacy of our working capital is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act of 1995. The statements that express the “belief,” “anticipation,” “plans,” “expectations,” “will” and similar expressions are intended to identify forward-looking statements.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include matters relating to the business and financial condition of any company we acquire. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Not required for Smaller Reporting Companies

Item 4.  Controls and Procedures

Not required for Smaller Reporting Companies

Item 4T.  Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange Act of 1934 under the supervision and with the participation of our chief executive officer and chief financial officer of the effectiveness of the design and operation of our “disclosure controls and procedures” as of the end of the period covered by this Report.

Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation will be done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.

9

Based on his evaluation, our chief executive officer and chief financial officer has concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to Bay Acquisition Corp. required to be included in our periodic reports filed with the SEC as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of c ontrols relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected. Our internal control over financial reporting was not effective for the following reasons:

a.   The deficiency was identified as the Company’s limited segregation of duties amongst the Company’s employees with respect to the Company’s control activities. This deficiency is the result of the Company’s limited number of employees. This deficiency may affect management’s ability to determine if errors or inappropriate actions have taken place.  Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.

b.   The deficiency was identified with respect to the Company’s Board of Directors.  This deficiency is the result of the Company’s limited number of external board members.  This deficiency may give the impression to the investors that the board is not independent from management.  Management and the Board of Directors are required to apply their judgment in evaluating the cost-benefit relationship of possible changes in the organization of the Board of Directors.

 Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended September 30, 2010, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

10

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

Not Applicable.

Item 1A.  Risk Factors.

Not Applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.  Defaults Upon Senior Securities.

Not Applicable.

Item 4.  Removed and Reserved.

Not Applicable.

Item 5.  Other Information.

Not Applicable.

Item 6.  Exhibits.

Exhibit

Number                 Description

31                 PEO and PFO certifications required under Section 302 of the Sarbanes-Oxley Act of 2002

32                 PEO and PFO certifications required under Section 906 of the Sarbanes-Oxley Act of 2002

11

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 thereunto duly authorized.

Date: November 19, 2010

BAY ACQUISITION CORP.
By:	/s/ Paul Goodman
	Paul Goodman
	President and Chief Financial Officer

12

EX-31

EXHIBIT 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Paul Goodman, certify that:

1.           I have reviewed this Form 10-Q of Bay Acquisition Corp.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

1.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

2.           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

3.           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

4.           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

1.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

2.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2010 /s/ Paul Goodman Paul Goodman Chief Executive Officer and Principal Financial Accounting Officer

EX-32

EXHIBIT 32

CERTIFICATION

OF

CHIEF EXECUTIVE OFFICER

AND

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Goodman, Chief Executive officer (and Principal Financial Accounting Officer) of Bay Acquisition Corp. certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Bay Acquisition Corp. for the quarter ended September 30, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bay Acquisition Corp.

Pursuant to the rules and regulations of the Securities and Exchange Commission, this certification is being furnished and is not deemed filed.

Date: November 19, 2010   /s/ Paul Goodman                                  Paul Goodman Chief Executive Officer and Principal Financial Accounting Officer