NOTIFICATION OF LATE FILING
(CHECK ONE)
[ ] FORM 10-K [ ] FORM 20-F [ ] FORM 11-K [X] FORM 10-Q
[ ] FORM N-SAR [ ] FORM N-CSR
FOR THIS PERIOD ENDED: June 30, 2006
OR
[ ] TRANSITION REPORT ON FORM 10-K
[ ] TRANSITION REPORT ON FORM 20-F
[ ] TRANSITION REPORT ON FORM 11-K
[ ] TRANSITION REPORT ON FORM 10-Q
[ ] TRANSITION REPORT ON FORM N-SAR
FOR THE TRANSITION PERIOD ENDED: _________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I. REGISTRANT INFORMATION
Full Name of Registrant: Cal-Bay International, Inc.
Address of Principal Executive Offices:
2111 Palomar Airport Road, Suite 101, Carlsbad, CA 92011
PART II. RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (A) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (B) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifth calendar day following the
prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof
will be filed on or before the fifth calendar day following the prescribed
due date; and
[ ] (C) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not
be filed within the prescribed time period.
The Registrant is unable to file, without unreasonable effort and expense,
its Form 10-QSB Quarterly Report for the period ended June 30, 2006 because
its unaudited financial statements for that period have not been completed
and as a result, the Registrants auditors have not yet had an opportunity to
complete their review of the unaudited financial statements. It is
anticipated that the Form 10-QSB Quarterly Report, along with the
unaudited financial statements, will be filed on or before the 5th
calendar day following the prescribed due date of the Registrants
Form 10-QSB.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Roger Pawson (760) 930-0100
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Cal-Bay International, Inc.
(Name of Registrant as Specified in Its Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
By: /S/ Roger Pawson
_________________
Roger Pawson
CEO & Chief Financial Officer
Date: August 14, 2006
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