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Cal-Bay Share Structure: --As of January 2nd, 2006 and confirmed by Beth at Pacific Stock Transfer Company:
• Common Outstanding Shares: 118,880,998 • Preferred Class A Shares: 20,500,000 • Preferred Class B Shares: 122,502,406 • Preferred Class C Shares: 15,000,000
According to Beth, there is one certificate in their system of common shares awaiting cancelation. She could not confim the number of shares to be canceled.
Transfer agent contact information listed below for DD followup:
Pacific Stock Transfer Company 500 East Warm Springs Drive Las Vegas, Nevada 89119. Phone: (702) 361-3033
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the "Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.
BUSINESS DESCRIPTION
GENERAL
The Company originally incorporated in the State of Nevada on December 9, 1998, under the name Var-Jazz Entertainment, Inc. Var-Jazz was organized to engage in the business of music production and sales. Var-Jazz did not succeed in the music business and the board of directors determined it was in the best interest of the Company to seek additional business opportunities. On March 8, 2001, Var-Jazz entered into an Agreement and Plan of Reorganization with Cal-Bay Controls, Inc. whereby Var-Jazz changed its name to Cal-Bay International, Inc., and acquired Cal-Bay Controls, Inc. as a wholly owned subsidiary in exchange for 17,112,000 shares of common stock.
Cal-Bay Controls, Inc. originally formed in 1976 as a sole proprietorship that was acquired by Robert J. Thompson in 1990. On February 22, 2001, Cal-Bay Controls incorporated in the State of Nevada and was subsequently acquired by Var-Jazz on March 8, 2001.
On March 7, 2002, Cal-Bay International's Form 10-SB registration statement went effective and in June of 2002, Cal-Bay International, Inc. moved from the Pink Sheets to the Over the Counter Bulletin Board where the Company currently trades under the symbol CBYI.
On January 5, 2005, Cal-Bay International,Inc. completed the acquisition of TLCO Software, Inc. TLCO Software is a Nevada corporation that designs proprietary software programs for commercial use in the internet web-hosting industry. One-hundred percent (100%) of the outstanding shares of TLCO Softwares common stock were acquired from the former owner, Mr. Roger Pawson of San Diego, California for consideration of Fifteen million (15,000,000) shares of Cal-Bay International (CBYI) common stock. TLCO Software, Inc. now operates as a wholly-owned subsidiary of Cal-Bay International, Inc.
On January 6, 2005, Cal-Bay International, Inc. also completed the sale of its subsidiary companies, Cal-Bay Controls, Inc., Cal-Bay Analytical, Inc., and WetChem, Inc. to Atlantis Holding Corp. Both Cal-Bay Controls and Cal-Bay Analytical are Nevada corporations that operate as sales representative and distribution companies in the Western US for environmental, process-control, safety and laboratory instrumentation and related products and services.
Cal-Bay Controls, Cal-Bay Analytical and WetChem will operate in the future as wholly-owned subsidiaries of Atlantis Holding Corp. Atlantis Holding Corp is a Pink Sheet company, incorporated in the State of Nevada.
On January 7, 2005, Cal-Bay International, Inc. announced the resignations of Robert J. Thompson and Charles A. Prebay from its board of directors and as officers of the company and announced the appointment of Roger Pawson to its Board of Directors, where he will serve as Chairman of the Board. Mr. Pawson was also appointed to the positions of President and CEO, Secretary and Treasurer of Cal-Bay International, Inc.
OUR BUSINESS
The Company has acquired numerous real estate properties and is in escrow for the acquisition of four other properties. The Company will continue to expand its current properties where feasible and will continue to acquire additional properties as well. In addition where necessary the Company will manage its properties.
The Company is dependent upon raising additional funds both for expansion plans and for its operations.
In addition the Company is negotiating for distribution of its TLCO software products.
On June 15, 2006, the Company issued a news release announcing a final agreement for the acquisition of California based Cobs Homes, a premier online homebuilder support services company. COBS annual revenues are currently in excess of $5M per year and through the Cal-Bay alliance COBS has plans for major growth and expansion. COBS has assisted with the building of over 6,000 homes since inception. www.cobshomes.com
THREE MONTH PERIODS ENDED September 30, 2006 AND 2005
Cal Bay generated $877,049 in revenues for the three months ended Sept 30, 2006 compared to $0 in revenues for the same period in 2005. Operating expenses for the three months ended Sept., 2006 were $1,22,108 compared to $45,536 for the same period in 2005. Total net income (loss) for the three months ended September 30, 2006 was ($1,254,335) compared to a loss of ($ 913,830).
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2006, Cal-Bay had total assets of $35,225,194. Those assets are comprised primarily of the real estate the company acquired, the acquisition of COBS homes. $523,630 of the assets are comprised of the proprietary software TLCO. $14,997,390 is comprised of the Stonewall Note.
Current liabilities totaled $8,532,239.00.
The company believes that in order to maintain its current real estate holdings and to close escrow on the properties currently in escrow, the Company must raise additional capital. The Company has no current plan in place to raise additional capital. The Company may sell additional stock, arrange debt financing or seek other avenues of raising capital.
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The company believes that in order to maintain its current real estate holdings and to close escrow on the properties currently in escrow, the Company must raise additional capital. The Company has no current plan in place to raise additional capital. The Company may sell additional stock, arrange debt financing or seek other avenues of raising capital.
quote:Originally posted by jordanreed: The company believes that in order to maintain its current real estate holdings and to close escrow on the properties currently in escrow, the Company must raise additional capital. The Company has no current plan in place to raise additional capital. The Company may sell additional stock, arrange debt financing or seek other avenues of raising capital.
....how does this sound to everyone?
What? That is on EVERY filing in town. It is normal language. Focus on the money and the MOMO.
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We already know there is mild dilution in this stock but the O/S is low enough it can be absorbed easily for now. I'd actually like to see some financing come in personally. That would do good things for this stock.
Plus, don't forget, CBAY has just shy of 15 mil that should be coming in before too long from the Stonewall note. That'll be another bump once that comes in.
We are looking very good here as an undervalued company breaking a down trend and should ahave a nice couple days ahead of us. Especially if we can break the .059-.06 wall this morning.
BF
-------------------- No longer eligible for government service due to lack of tax issues.
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