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<TITLE>As filed with the Securities and Exchange Commission August 29, 2002</TITLE>
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<P>                                          As filed with the Securities and Exchange Commission January 9, 2003</P>

<P>                                                                                     File No. 0-32893</P>

<P>                                                             SECURITIES AND EXCHANGE COMMISSION</P>

<P>                                                                               Washington, D.C.  20549</P>

<P>                                                                                           <STRONG>FORM S-8</STRONG></P>

<P><STRONG>                                                                         REGISTRATION STATEMENT</STRONG></P>

<P><STRONG>                                                                                            UNDER</STRONG></P>

<P><STRONG>                                                                        THE SECURITIES ACT OF 1933<BR>
</STRONG><BR>
</P>

<P><STRONG>                                                                     CAL-BAY INTERNATIONAL, INC.</STRONG></P>

<P>                                                                 (Name of small business issuer in its charter)<BR>
<BR>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>Nevada</STRONG></P>

<P>(State or other jurisdiction of incorporation or organization)</TD>
<TD><STRONG>26-0021800</STRONG></P>

<P>(I.R.S. Employer I.D. No.)</TD></TR></TABLE>

<P>                                                            <STRONG>1582 Parkway Loop, Suite G, Tustin, CA 92780</STRONG></P>

<P>                                                                       (Address of Principal Executive Offices)</P>

<P>                                                                            <STRONG>Business Consulting Agreement</STRONG></P>

<P>                                                                                     (Full title of the plan)</P>

<P><STRONG>                                             Robert Thompson, 1582 Parkway Loop, Suite G, Tustin, CA 92780</STRONG></P>

<P>                                                                      (Name and address of agent for service)</P>

<P><STRONG>                                                                                         714-258-7070</STRONG></P>

<P>                                                    (Telephone number, including area code, of agent for service)<BR>
<BR>
</P>

<P><STRONG>CALCULATION OF REGISTRATION FEE</STRONG><BR>
<BR>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD>Title of Securities to be
registered</TD>
<TD>Amount of Securities to
be registered</TD>
<TD>Proposed maximum
offering price per unit*</TD>
<TD>Proposed maximum
aggregate offering
price*</TD>
<TD>Amount of registration
fee</TD></TR>
<TR><TD>Common Stock</TD>
<TD>1,275,000</TD>
<TD>$0.17</TD>
<TD>$216,750</TD>
<TD>$20.00</TD></TR></TABLE>

<P>* Estimates of the proposed maximum offering price per unit and proposed maximum aggregate offering price solely for
calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, and based on the average bid
and asked price of the registrant's common stock as of January 7, 2003, a date within five business days prior to the date of
filing of this registration statement.</P>

<P><STRONG>Part I.</STRONG></P>

<P><STRONG>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</STRONG></P>

<P><STRONG>Item 1.  Plan Information</STRONG></P>

<P>A copy of the Business Consulting Agreements (the "Plan") is attached hereto and incorporated herein by this reference.</P>

<P><STRONG>Item 2.  Registrant Information</STRONG></P>

<P>Copies of the Plan and all documents incorporated by reference in Item 3 of Part II of this registration statement are also
incorporated as part of the Section 10(a) prospectus by this reference, and shall be made available to the Plan's participants
upon written or oral request.  Requests for such information should be directed to the Company at 1582 Parkway Loop,
Suite G, Tustin, CA  92780, telephone 714-258-7070.</P>

<P><STRONG>Part II</STRONG></P>

<P><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></P>

<P><STRONG>Item 3.  Incorporation of Documents by Reference</STRONG></P>

<P>The following documents filed by Cal Bay International, Inc., a Nevada corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are hereby incorporated by reference:</P>

<P>1. The Company's Form 10-KSB filed with the Securities and Exchange Commission on March 29, 2002;</P>

<P>2. All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months; and</P>

<P>3. The description of the Common Stock contained in the Company's Form 10-SB Registration Statement filed on June 18,
2001 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.</P>

<P>Prior to the filing, if any, of a post-effective amendment that indicates that all securities covered by this Registration
Statement have been sold or that de-registers all such securities then remaining unsold, all reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.</P>

<P><STRONG>Item 4.  Description of Securities</STRONG></P>

<P>The common stock of the Company being registered pursuant to this Registration Statement is part of a class of securities
registered under Section 12 of the Exchange Act.  A description of such securities is contained in the Company's initial
Form 10-SB Registration Statement filed with the Commission on June 18, 2001, and any amendment or report filed for
the purpose of updating such description is incorporated herein by reference.  (See "Item 3. Incorporation of Documents by
Reference.")</P>

<P><STRONG>Item 5.  Interests of Named Experts and Counsel</STRONG></P>

<P>Jon D. Shuman, Salt Lake City, Utah, is corporate counsel to the Registrant and has rendered an opinion as to the Common
Stock offered hereby.</P>

<P><STRONG>Item 6.  Indemnification of Directors and Officers</STRONG></P>

<P>Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to members of the board of directors, officers, employees, or persons controlling the Company pursuant to the
immediately subsequent provisions, the Company has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable.</P>

<P>An officer or director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as an officer or director, except for liability to the Corporation or to its shareholders
for monetary damages for (i) acts of omissions which involve intentional misconduct, fraud or knowing violation of law, or
(ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.</P>

<P>Any repeal or modification of the indemnification rights granted to officers and directors of the corporation shall be
prospective only, and shall not adversely affect any limitation of the personal liability of an officer or director of the
Company for acts or omissions prior to the repeal or modification of the right of indemnification.</P>

<P>Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is
asserted by such director, officer, or controlling person in connection with any securities being registered, the Company
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issues.</P>

<P><STRONG>Item 7.  Exemption from Registration Claimed</STRONG></P>

<P>No restricted securities are being reoffered or resold pursuant to this registration statement.</P>

<P><STRONG>Item 8.  Exhibits</STRONG></P>

<P>The exhibits attached to this Registration Statement are listed in the Exhibit Index, which is found on page 6.</P>

<P><STRONG>Item 9.  Undertakings</STRONG></P>

<P>The undersigned Registrant hereby undertakes:</P>

<P>(a) </P>

<P>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:</P>

<P>(ii) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act");</P>

<P>(iii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and</P>

<P>(iv) To include any additional or changed material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided,
however, only to the extent required by the general rules and regulations of the Commission.</P>

<P>(5) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>(6) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering. </P>

<P>(a) That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>(b) Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, executive officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.</P>

<P><STRONG>SIGNATURES</STRONG></P>

<P>Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on this 8<SUP>th</SUP> day of
January, 2003.</P>

<P>
<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>Cal Bay International, Inc.</STRONG></TD></TR>
<TR VALIGN="TOP"><TD>     </TD>
<TD>By:  /s/Robert Thompson</TD></TR>
<TR VALIGN="TOP"><TD>      </TD>
<TD>Chief Executive Officer</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>     </TD>
<TD>By: /s/Charles Prebay</TD></TR>
<TR VALIGN="TOP"><TD>      </TD>
<TD>Chief Financial Officer</TD></TR></TABLE>
<BR>

<P>Pursuant to the requirements of the Securities Act of 1933, his registration statement has been signed by the following
persons in the capacities and on the date indicated.<BR>
</P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD>Date: January 8, 2003    </TD>
<TD>/s/Robert Thompson</TD></TR>
<TR VALIGN="TOP"><TD>             </TD>
<TD>Director</TD></TR>
<TR VALIGN="TOP"><TD>Date: January 8, 2003    </TD>
<TD>/s/Charles Prebay</TD></TR>
<TR VALIGN="TOP"><TD>      </TD>
<TD>Director</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>INDEX TO EXHIBITS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>Exhibit No.</STRONG></TD>
<TD><STRONG>Title of Document</STRONG></TD>
<TD><STRONG>Location</STRONG></TD></TR>
<TR><TD>4.1</TD>
<TD>Business Consultant Agreement -
Walstrand</TD>
<TD>Attached</TD></TR>
<TR><TD>4.2</TD>
<TD>Business Consultant Agreement -
Panella</TD>
<TD>Attached</TD></TR>
<TR><TD>4.3</TD>
<TD>Business Consultant Agreement -
Meehan</TD>
<TD>Attached</TD></TR>
<TR><TD>4.4</TD>
<TD>Business Consultant Agreement -
Carmichael</TD>
<TD>Attached</TD></TR>
<TR><TD>5.1</TD>
<TD>Opinion and consent of Counsel with
respect to the legality of the issuance of
securities being issued</TD>
<TD>See Ex. 23.1</TD></TR>
<TR><TD>23.1</TD>
<TD>Legal Opinion</TD>
<TD>Attached</TD></TR>
<TR><TD>23.2</TD>
<TD>Consent of Argy and Co.</TD>
<TD>Attached</TD></TR></TABLE>

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{"company-data": {"conformed-name": "CAL BAY INTERNATIONAL INC", "cik": "0001142526", "assigned-sic": "3652", "irs-number": "330952044", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102426", "film-number": "03509202"}, "business-address": {"street1": "1582 PARKWAY LOOP SUITE G", "city": "TUSTIN", "state": "CA", "zip": "92780", "phone": "7142587070"}}
As filed with the Securities and Exchange Commission August 29, 2002
As filed with the Securities and Exchange Commission January 9, 2003
File No. 0-32893
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAL-BAY INTERNATIONAL, INC.
(Name of small business issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
26-0021800
(I.R.S. Employer I.D. No.)
1582 Parkway Loop, Suite G, Tustin, CA 92780
(Address of Principal Executive Offices)
Business Consulting Agreement
(Full title of the plan)
Robert Thompson, 1582 Parkway Loop, Suite G, Tustin, CA 92780
(Name and address of agent for service)
714-258-7070
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
registered
Amount of Securities to
be registered
Proposed maximum
offering price per unit*
Proposed maximum
aggregate offering
price*
Amount of registration
fee
Common Stock
1,275,000
$0.17
$216,750
$20.00
* Estimates of the proposed maximum offering price per unit and proposed maximum aggregate offering price solely for
calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, and based on the average bid
and asked price of the registrant's common stock as of January 7, 2003, a date within five business days prior to the date of
filing of this registration statement.
Part I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1.  Plan Information
A copy of the Business Consulting Agreements (the "Plan") is attached hereto and incorporated herein by this reference.
Item 2.  Registrant Information
Copies of the Plan and all documents incorporated by reference in Item 3 of Part II of this registration statement are also
incorporated as part of the Section 10(a) prospectus by this reference, and shall be made available to the Plan's participants
upon written or oral request.  Requests for such information should be directed to the Company at 1582 Parkway Loop,
Suite G, Tustin, CA  92780, telephone 714-258-7070.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference
The following documents filed by Cal Bay International, Inc., a Nevada corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are hereby incorporated by reference:
1. The Company's Form 10-KSB filed with the Securities and Exchange Commission on March 29, 2002;
2. All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months; and
3. The description of the Common Stock contained in the Company's Form 10-SB Registration Statement filed on June 18,
2001 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
Prior to the filing, if any, of a post-effective amendment that indicates that all securities covered by this Registration
Statement have been sold or that de-registers all such securities then remaining unsold, all reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.
Item 4.  Description of Securities
The common stock of the Company being registered pursuant to this Registration Statement is part of a class of securities
registered under Section 12 of the Exchange Act.  A description of such securities is contained in the Company's initial
Form 10-SB Registration Statement filed with the Commission on June 18, 2001, and any amendment or report filed for
the purpose of updating such description is incorporated herein by reference.  (See "Item 3. Incorporation of Documents by
Reference.")
Item 5.  Interests of Named Experts and Counsel
Jon D. Shuman, Salt Lake City, Utah, is corporate counsel to the Registrant and has rendered an opinion as to the Common
Stock offered hereby.
Item 6.  Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to members of the board of directors, officers, employees, or persons controlling the Company pursuant to the
immediately subsequent provisions, the Company has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable.
An officer or director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as an officer or director, except for liability to the Corporation or to its shareholders
for monetary damages for (i) acts of omissions which involve intentional misconduct, fraud or knowing violation of law, or
(ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of the indemnification rights granted to officers and directors of the corporation shall be
prospective only, and shall not adversely affect any limitation of the personal liability of an officer or director of the
Company for acts or omissions prior to the repeal or modification of the right of indemnification.
Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is
asserted by such director, officer, or controlling person in connection with any securities being registered, the Company
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issues.
Item 7.  Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant to this registration statement.
Item 8.  Exhibits
The exhibits attached to this Registration Statement are listed in the Exhibit Index, which is found on page 6.
Item 9.  Undertakings
The undersigned Registrant hereby undertakes:
(a)
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:
(ii) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act");
(iii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
(iv) To include any additional or changed material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided,
however, only to the extent required by the general rules and regulations of the Commission.
(5) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(6) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(a) That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, executive officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on this 8
th
day of
January, 2003.
Cal Bay International, Inc.
By:  /s/Robert Thompson
Chief Executive Officer
By: /s/Charles Prebay
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, his registration statement has been signed by the following
persons in the capacities and on the date indicated.
Date: January 8, 2003
/s/Robert Thompson
Director
Date: January 8, 2003
/s/Charles Prebay
Director
INDEX TO EXHIBITS
Exhibit No.
Title of Document
Location
4.1
Business Consultant Agreement -
Walstrand
Attached
4.2
Business Consultant Agreement -
Panella
Attached
4.3
Business Consultant Agreement -
Meehan
Attached
4.4
Business Consultant Agreement -
Carmichael
Attached
5.1
Opinion and consent of Counsel with
respect to the legality of the issuance of
securities being issued
See Ex. 23.1
23.1
Legal Opinion
Attached
23.2
Consent of Argy and Co.
Attached