8-K

Securities and Exchange Commission

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: December 19, 2012

BAY ACQUISITION CORP.

 (Name of Registrant as specified in its charter)

SECURELOGIC CORP.

(Former Name of Registrant)

Nevada	000-28099	77-0571784
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

420 Lexington Avenue

Suite 2320

New York, NY 10170

 (212) 661-6800

(Address and telephone number of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2012, the Board of Directors appointed Mr. J.P. McCormick to be our President and Chief Financial Officer.  In addition, on December 19, 2012, Paul Goodman resigned as our President, effective immediately. A copy of the Ms. McCormick’s employment agreement is incorporated by reference and is filed as Exhibit  10.1 to this Form 8-K.  In addition, Mr. McCormick has been appointed to a vacancy on our Board of Directors.

Mr. McCormick has substantial experience in managing Web-based business oriented around online communities.  Since 2002, Mr. McCormick has been Chief Financial Officer of Activeworlds Inc., a Web-based virtual community.  From 1999 through 2002, Mr. McCormick was Chairman of Activeworlds Corp., which was at that time a NASDAQ listed company.  Mr. McCormick is a graduate of Kent State University, Ohio.

Item 7.01 Regulation FD Disclosure.

On December 19, 2012, the Company, via e-mail, sent a statement regarding our new management and business plans to all of the registered users of our Goozex.com website.  The entire text of the statement is attached to this Form 8-K and incorporated by reference as Exhibit 99.1

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the exhibits include forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this report that address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business and these statements are not guarantees of future performance. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements may include the words "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "strategy," "future," "opportunity," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks  will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statement speak only as of the date they are made, and we do not undertake to update any forward-looking statement, except as required by law. Readers should carefully review the statements set forth in the reports, which the Company has filed or will file from time to time with the Securities and Exchange Commission.

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Item 9.01 Financial Statements and Exhibits.

Exhibit Description

10.1  Employment Agreement

99.1  Statement Distributed to Goozex.com Users

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bay Acquisition Corp.
Dated: December 19, 2012		/s/ Paul Goodman
	By:	Paul Goodman, President

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EX-10.1

Exhibit 10.1

BAY ACQUISITION CORP.

(formerly known as SecureLogic Corp.)

420 Lexington Avenue

Suite 2320

New York, NY 10170

December 10, 2012

Via email

Mr. J. P. McCormick

Re  Offer of Employment by Bay Acquisitions Inc.

Dear J.P.:

I am very pleased to offer you employment with Bay Acquisitions, Inc., a Nevada corporation (the "Company"), in the positions of President and Chief Financial Officer, reporting to the Company's Board of Directors.

1. Salary. Your salary will be initially $125,000 per year and will be automatically increased to $175,000 per year at such time as when the Company closes on a financing with gross proceeds of at least $1,000,000 (your "Salary"), less all applicable deductions required by law, which shall be payable at the times and in the installments consistent with the Company's then current payroll practice. Your Salary is subject to periodic review and adjustment in accordance with the Company's policies as in effect from time to time.

2.  Commencement Date.  Your employment will commence on December 17, 2012 (the “Commencement Date”).  Prior to the Commencement Date you agree to provide the Company with such services as are reasonably necessary to familiarize yourself with the operations of goozex.com and the Goozex business model (the “Consulting Services”).  The Company will compensation you for the Consulting Services on a pro rata basis based upon the annual salary set forth above.

3. Equity Incentives.  Upon your execution of this Agreement, you will receive an incentive option (the “First Option”) to purchase such number of shares of the Company’s common stock which equals three percent (3%) of the number of shares of the Company’s common stock issued and outstanding as of the date hereof (the “Base Share Number”).  The First Option shall have an exercise price equal to the closing price for the Company’s common stock as of the date hereof, will be valid for a period of five years from issuance and will contain a cashless exercise provision.

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In the event that during the calendar year commencing January 1, 2013, the Company achieves total gross revenue of at least $400,000 (the “Second Option Revenue Threshold”), you will be issued, as of the first day of the calendar month following the date on which the Second Option Revenue Threshold was achieved, an additional option (the “Second Option”) to purchase such number of shares of the Company’s common stock which equals two percent (2%) of the Base Share Number at an exercise price equal to the closing price for the Company’s common stock as of the date that the Second Option is issued.  Except as stated in this paragraph, the Second Option shall contain the same terms and conditions as the First Option.

In the event that at any time commencing January 1, 2013, the Company achieves total gross revenue of at least $1,000,000 (the “Third Option Revenue Threshold”), you will be issued, as of the first day of the calendar month following the date on which the Second Option Revenue Threshold was achieved, an additional option (the “Third Option”) to purchase such number of shares of the Company’s common stock which equals three percent (3%) of the Base Share Number at an exercise price equal to the closing price for the Company’s common stock as of the date that the Third Option is issued. Except as stated in this paragraph, the Third Option shall contain the same terms and conditions as the First Option.

4. Benefits. You will continue to be eligible to participate in the insurance programs and other employee benefit plans established by the Company for its employees from time to time in accordance with the terms of those programs and plans. The Company reserves the right to change the terms of its programs and plans at any time.

5. Confidentiality. As an employee of the Company, you have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you signed the Company's standard Employee Invention Assignment and Confidentiality Agreement (the "Confidentiality Agreement," the terms of which are incorporated by reference herein) as a condition of your employment. We wish to impress upon you that we do not want you to, and we have directed you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. During the period that you render services to the Company, you have agreed and continue to agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. You will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this Letter, each agreement setting forth the terms and conditions of the stock awards granted to you, if any, under the Company's equity plans, and the Confidentiality Agreement, and your commencement of employment with the Company, do not violate any agreement in place (either on the date you commenced employment with the Company or now) between yourself and current or past employers.

6. Termination

(a) Resignation; Termination for Cause; Termination Due to Death or Disability. If, at any time, (i) you resign your employment for any reason, (ii) the Company terminates your employment for Cause (as defined in Section 7), or (iii) either party terminates your employment as a result of your death or disability, you will receive your Salary accrued through your last day of employment, as well as any unused vacation (if applicable) accrued through your last day of employment.

(b) Termination without Cause. If, at any time, the Company terminates your employment without Cause, and other than as a result of your death or disability, any unearned incentive options will be deemed earned as of the date of termination and issued to you with an exercise price equal to the closing price of the Company’s common stock on the date of termination.

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7. Definition of Cause. For purposes of this Letter, "Cause" means your termination because of: (a) any willful, material violation by you of any law or regulation applicable to the business of the Company, or your conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by you of a common law fraud; (b) your commission of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business relationship with the Company; (c) any material breach by you of any provision of any agreement or understanding between the Company and you regarding the terms of your service as an employee, officer, director, or consultant to the Company, including without limitation your willful and continued failure or refusal to perform the material duties required of an employee, officer, director, or consultant of the Company (other than as a result of having a disability that prevents you from performing the material duties of a person holding your positions with the Company for a period of at least 120 days), or a breach by you of your Confidentiality Agreement or similar agreement between the Company and you; (d) your disregard of the policies of the Company so as to cause loss, damage, or injury to the property, reputation, or employees of the Company; or (e) any other misconduct by you that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company.

8. At Will Employment. While we look forward to a long and profitable relationship, you will be an at will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without prior notice and with or without cause. Any statements or representations to the contrary (and any statements contradicting any provision in this Letter) should be regarded by you as ineffective. Further, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at will employment status may occur only by way of a written employment agreement signed by you and the Chairman of the Board of Directors of the Company.

9. Entire Agreement. This Letter constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Letter, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

10. Acceptance. Please sign the enclosed copy of this Letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this Letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

We look forward to your continued employment with the Company.

Very truly yours,

BAY ACQUISITION CORP.

/s/ Paul Goodman

Paul Goodman, President

AGREED TO AND ACCEPTED BY

/s/ J.P. McCormick

J.P. McCormick

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EX-99.1

Exhibit 99.1

To all Goozex users

I would like to take a moment to introduce myself.  My name is JP McCormick and I will be the new CEO of Goozex effective Wednesday December 19, 2012.

I know many of you have been waiting in anticipation to hear from the new management and we appreciate your patience while we transition to our new roles.  We have completed our first round of financing and are excited to begin work on making Goozex the premier games trading platform for gamers.  Over the next few months we will be making exciting changes to Goozex and rolling out new programs that we believe will help us achieve that goal.

We ask that you bear with us over the next few weeks as we gather our new team and settle into our new positions.  Customer satisfaction is going to be our first priority, as such our first task will be getting the customer service emails manned with proper staff members that can help answer your support questions.  Our next task will be to increase the number of games available on the site so that you can trade hassle free with minimal wait time.  This is just a beginning and over time we will role out other programs that I am sure you will all appreciate.

In closing I would like to say that Goozex is now a publicly traded company.  As a result management has to be very conscientious on what it disseminates to our customers in forums and other mediums without going through proper protocols that satisfy our public listing requirements.  As such, if there are times you do not hear from us or get an eerie silence; we are not ignoring you, but rather that such announcement is going through the legal process and then has to be filed publicly in approved mediums for public company dissemination.  I will most likely remind some of you of this process in the future when I see disgruntled posts about the Company not caring about you by virtue of our silence.

I am sure after this post many of you will have many questions.  Please do not hesitate to post them but do not expect immediate answers.  I have read all your posts extensively and am encouraged by the fervor and dedication most of you have for Goozex .  Your messages are loud and clear and most importantly are being read and heard by management.  Your are a fiery bunch and I like that, I think over time we can expect to have a lot of fun together developing Goozex to what it should be, the premier game trading site where all users get a fair trade at cheap prices.  

I am looking forward to working with all you and am very excited to take on this new role.  I think Goozex has a fantastic future and together we can make this a world class games trading site.

JP McCormick