UNITED STATES
SECURITIES


AND EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM 10-K





[X]              ANNUAL
REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF1934




For the fiscal year ended July
31, 2008





Commission file number:000-52204





[  ]              TRANSITION
REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF1934





PINEL BAY
CORPORATION


(Name of
small business issuer in its charter)





COLORADO


(State or
Other Jurisdiction of Incorporation or Organization)





84-1380873


(I.R.S.
Employer Identification No.)





16200 WCR 18E,
      Loveland, Colorado
            
            80537(Address
      of Principal Executive Office)
            
            (Zip
      Code)





Issuer's
telephone number: 970-635-0346





Securities Registered Under Section
12(b) of the Act: None





Securities
Registered Under Section 12(g) of the Act:




Common Stock, No Par
Value


(Title of
Class)





Check  whether
the issuer (1) filed all reports  required to be filed by Section 13
or 15(d) of the Securities  Exchange  Act  during
the past 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.    Yes
[X]        No





Check if
there is no disclosure of delinquent  filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure  will be
contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in
Part III of this Form  10-K or any amendment to this Form 10-K. [
]





State
issuer's revenues for its most recent fiscal year: None.





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes  [X]         No
[ ]





The  aggregate  market
value of the voting stock held by  non-affiliates  shares
(296,175 of $.01 par value Common  Stock) was $0 as of July 31,
2008.  The stock
price  for  computation  purposes  was  $-0-,  based
on the fact  that  there is presently no Market for the
Company's securities.  This value is not intended to be
a  representation  as to the  value or worth of
the Registrant's  shares  of
Common Stock. The number of shares of  non-affiliates of the
Registrant has been calculated by subtracting  shares held by persons
affiliated with the Registrant from outstanding shares.





The
number of shares  outstanding  of
the  Registrant's  Common  Stock as of the latest
practicable date, July 31, 2008 was 1,158,675 shares.








INDEX
TO ANNUAL REPORT


ON
FORM 10-K





PagePART
      IItem
      1. DESCRIPTION OF BUSINESS
            1Item
      2. DESCRIPTION OF PROPERTY
            9Item
      3. LEGAL PROCEEDINGS
            9Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            9PART
      IIItem
      5. MARKET FOR COMMON EQUITY , RELATED STOCKHOLDER MATTERS AND SMALL
      BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES
            9Item
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
            10Item
      7. FINANCIAL STATEMENTS
            10Item
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FIURE
            11Item 8A CONTROLS AND PROCEDURES
            11Item 8B OTHER INFORMATION
            11PART
      IIIItem
      9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            11Item
      10. EXECUTIVE COMPENSATION
            11Item
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS
            12Item
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            12Item
      13. EXHIBITS AND REPORTS ON FORM 8-K
            12Item
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
            12SIGNATURES
            13











PART I





The
matters  addressed in this report on Form 10-K,  with the
exception of the historical information presented,  contain
forward-looking  statements involving risks
and  uncertainties.  The Company's actual results could
differ  materially
from  those  anticipated  in
these  forward-looking  statements  as a
result  of
certain  factors,  including  those  factors  set  forth
in the  Description  of Business section (Item 1) and
elsewhere in this report.







Item 1. DESCRIPTION OF
BUSINESS





(a)  History
of the Company





Pinel Bay
Corporation (the "Company" or the "Registrant"), is a Colorado corporation. Our
principal business address is 16200 WCR
18E,  Loveland,  Colorado 80537. Our phone number is
970-635-0346. We were  organized  under the laws of the
State of  Colorado on October 28, 1996 to engage in any lawful
corporate  undertaking,  including  selected  mergers  and
acquisitions. We remained inactive through July 6, 2006.





Our
only  activity to date has been to attempt to locate
and  negotiate  with a business entity for the merger of
that target company into our Company.





(b)  Current
Operations





Our  current  operations  consist  solely  of  seeking  merger  or  acquisition
candidates.





We will
attempt to locate and negotiate with a business entity for the merger of that
target company into the Company or a wholly owned subsidiary of the Company
formed for the purpose of such a merger. In certain instances, a target company
may wish to become a subsidiary of the Company or may wish to
contribute  assets to the Company  rather than
merge.  No assurances can be given that the Company will
be  successful in locating
or  negotiating  a  transaction  with
any target company.





We have
attempted to provide a method for a foreign or domestic private company to
become a
reporting  ("public")  company  whose  securities  are
qualified for trading in the United States secondary market.





We
believe there are certain perceived benefits to being a reporting company with a
class of publicly-traded securities.  These benefits are commonly
thought to include the following:





*    the
ability to use registered securities to acquire assets or
businesses;





*     increased
visibility in the marketplace;





*    ease
of borrowing from financial institutions;





*    improved
stock trading efficiency;





*    shareholder
liquidity;


- 1 -






*    greater
ease in subsequently raising capital;





*    compensation
of key employees through stock options;





*    enhanced
corporate image;





*    a
presence in the United States capital market.





Target  companies  interested  in
a business  combination  with the  Company may
include the following:





*    a
company for whom a primary  purpose of becoming  public is
the use of its securities for the acquisition of other assets or
businesses;





*    a
company which is unable to find an  underwriter  of
its  securities or is unable to find an underwriter of securities on
terms acceptable to it;





*    a
company  which  desires to become public with less dilution
of its common stock than would occur upon an underwriting;





*    a
company which believes that it will be able to obtain
investment  capital on more favorable terms after it has become
public;





*    a
foreign  company  which may wish an initial  entry
into the United States securities market;





*    a
special situation  company,  such as a company seeking a
public market to
satisfy  redemption  requirements  under a
qualified  Employee Stock Option Plan;





*    a
company seeking one or more of the other mentioned  perceived benefits
of becoming a public company.





A
business  combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company,  and the election by the
target  business of its own  management and board of
directors.





The
proposed  business  activities  described  herein  classify
the Company as a "blank check"  company.  The Securities and
Exchange  Commission and many states have enacted
statutes,  rules and regulations limiting the sale of securities of
blank check companies. At the present time, there is no market for the Company's
securities.





(c) Risks
Related to the Plan of Operation





The  Company's  business  is
subject to
numerous  risk  factors,  including  the
following:





- 2 -


WE HAVE
NO RECENT OPERATING HISTORY, NO OPERATING REVENUES, AND WE HAVE MINIMAL ASSETS.
The Company has had no operations nor any revenues or earnings from operations.
The Company has only limited assets and financial resources. The Company will,
in all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a target company. There
is no assurance that the Company can identify such a target company and
consummate such a business combination.
 
 THE
SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS. The success of the Company's
proposed plan of operation will depend to a great extent on the operations,
financial condition and management of the identified target company. While
management intends to seek business combinations with entities having
established operating histories, there can be no assurance that the Company will
be successful in locating candidates meeting such criteria. In the event the
Company completes a business combination the success of the Company's operations
may be dependent upon the management, operations, and financial condition of the
target company, and numerous other factors beyond the Company's
control.
 
 THERE IS
A SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company. Consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination.
 
 WE HAVE
NO AGREEMENT FOR ANY BUSINESS COMBINATION OR OTHER TRANSACTION. The Company has
no arrangement, agreement or understanding with respect to engaging in a merger
with or acquisition of a business entity. There can be no assurance the Company
will be successful in identifying and evaluating suitable business opportunities
or in concluding a business combination. Management has not identified any
particular industry or specific business within an industry for evaluation by
the Company. There is no assurance the Company will be able to negotiate a
business combination on terms favorable to the Company. The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved to consider a business combination with
it. Accordingly, the Company may enter into a business combination with a
business entity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.
 
 OUR
MANAGEMENT HAS ONLY A LIMITED TIME COMMITMENT TO THE COMPANY. Our resident has
several business interests and will devote a limited amount of his time to the
Company's business. While seeking a business combination, our president
anticipates devoting up to ten hours per month to the business of the Company.
The Company's president has not entered into a written employment agreement with
the Company and he is not expected to do so in the foreseeable future. We have
not obtained key man life insurance on our president. Notwithstanding the
combined limited experience and time commitment of our president, loss of the
services of this individual would adversely affect development of the Company's
business and its likelihood of continuing operations.


- 3 -


OUR SOLE
OFFICER AND DIRECTOR MAY HAVE CONFLICTS OF INTEREST WITH THE BUSINESS OF OUR
COMPANY. The Company's sole officer and director participates in other business
ventures which may result in conflicts of interest and non- arms length
transactions arising in the future. Management has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which any
member of management serves as an officer, director or partner, or in which they
or their family members own or hold any ownership interest.
 
 BEING A
REPORTING COMPANY COMPLICATES AND COULD DELAY AN ACQUISITION. Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act") requires us to provide
certain information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending on the
relative size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise desirable acquisition
by the Company. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange
Act are applicable.
 
 WE HAVE A
LACK OF MARKET RESEARCH AND NO MARKETING ORGANIZATION. We have neither
conducted, nor have others made available to us, results of market research
indicating that market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan to establish, a
marketing organization. Even in the event demand is identified for the type of
merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business
combination.
 
 CERTAIN
REGULATIONS MAY APPLY TO OUR OPERATIONS. Although the Company will be subject to
regulation under the Exchange Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. We have not obtained a formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940. If we inadvertently violate such Act, we could
be subjected to material adverse consequences.
 
 THERE
WILL BE A CHANGE IN MANAGEMENT. A business combination involving the issuance of
the Company's common stock will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the Company. Any such
business combination may require our Management to sell or transfer all or a
portion of the Company's common stock held by them, and to resign as directors
and officers of the Company. The resulting change in control of the Company will
likely result in removal of the present officer and director of the Company and
a corresponding reduction in or elimination of his participation in the future
affairs of the Company.




- 4 -


THE PLAN
OF OPERATION PROVIDES FOR SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS AS A
RESULT OF A MERGER. Our plan of operation is based upon a business combination
with a business entity which, in all likelihood, will result in the Company
issuing securities to shareholders of such business entity. The issuance of
previously authorized and unissued common stock of the Company would result in a
reduction in percentage of shares owned by the present shareholders of the
Company and would most likely result in a change in control or management of the
Company.
 
 WE MAY
NOT BE ABLE TO ENGAGE IN A TAX FREE ACQUISITION. We intend to structure any
business combination so as to minimize the federal and state tax consequences to
both the Company and the target entity. However, there can be no assurance that
such a business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non- qualifying reorganization could
result in the imposition of both federal and state taxes which may have an
adverse effect on the parties to the transaction and therefore the transaction
itself.
 
 THE
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company will require any potential business
combination entity to provide audited financial statements. One or more
attractive prospects may choose to forego the possibility of a business
combination with the Company rather than incur the expenses associated with
preparing audited financial statements.
 
 Such
audited financial statements may not be immediately available. In such case, the
Company intends to obtain certain assurances as to the target company's assets,
liabilities, revenues and expenses prior to consummating a business combination,
with further assurances that an audited financial statement will be provided
after closing of such a transaction. Closing documents relative thereto will
include representations that the audited financial statements will not
materially differ from the representations included in such closing
documents.
 
 (d) Plan
of Operation
 
 We intend
to merge with or acquire a business entity in exchange for our securities. We
have no particular acquisition in mind and have not entered into any
negotiations regarding such an acquisition. We
anticipate seeking out a target business through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Such persons will have no relationship to
management.
 
 We have
no full time employees. The Company's president has agreed to allocate a portion
of his time to the activities of the Company as a consultant. The president
anticipates that the business plan of the Company can be implemented by his
devoting approximately 10 hours per month to the business affairs of the Company
and, consequently, conflicts of interest may arise with respect to the limited
time commitment by such officer.
  - 5 -


The
Company's president is currently involved with other companies which have a
business purpose similar to that of the Company. A conflict may arise in the
event that another blank check company with which management is affiliated is
formed and actively seeks a target business. Management anticipates that target
businesses will be located for the Company and other blank check companies in
chronological order of the date of formation of such blank check companies. It
may be that a target business may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation.
 
 The
Articles of Incorporation of the Company provide that the Company may indemnify
officers and/or directors of the Company for liabilities, which can include
liabilities arising under the securities laws. Therefore, assets of the Company
could be used or attached to satisfy any liabilities subject to such
indemnification.
 
 Our plan
is to seek, investigate and, if such investigation warrants, acquire an interest
in a business entity which desires to seek the perceived advantages of a
corporation which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.
  We may
seek a business opportunity with entities which have recently commenced
operations, or which wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes.
  The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
 
 We
anticipate that the selection of a business opportunity in which to participate
will be complex and extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits of a publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, and providing liquidity for shareholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities difficult
and complex.
 
 The
Company has, and will continue to have, only limited capital with which to
provide the owners of business opportunities with any cash or other assets.
However, we believe the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering. Management has not conducted market research
and is not aware of statistical data to support the perceived benefits of a
merger or acquisition transaction for the owners of a business
opportunity.


- 6 -


The
analysis of new business opportunities will be undertaken by, or under the
supervision of the Company's president who is not a professional business
analyst. In analyzing prospective business opportunities, management will
consider such matters as available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable, but
which then may be anticipated to impact the proposed activities of the Company;
the potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. Management will meet personally with
management and key personnel of the target business entity as part of its
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above factors. The Exchange
Act requires that any merger or acquisition candidate comply with all certain
reporting requirements, which include providing audited financial statements to
be included in the reporting filings made under the Exchange Act. The Company
will not acquire or merge with any company for which audited financial
statements cannot be obtained at or within a reasonable period of time after
closing of the proposed transaction.
 
 We will
in all likelihood not be experienced in matters relating to the business of a
target company, and management will rely upon its own experience in
accomplishing the business purposes of the Company. Therefore, it is anticipated
that outside consultants or advisors may be utilized to assist us in the search
for and analysis of qualified target companies.
 
 The
Company will not restrict its search to any specific kind of firm, but may
acquire a venture which is in its preliminary or development stage, one which is
already in operation, or in a more mature stage of its corporate existence. The
acquired business may need to seek additional capital, may desire to have its
shares publicly traded, or may seek other perceived advantages which the Company
may offer. However, the Company does not intend to obtain additional funds to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated the
 merger or
acquisition transaction.
 
 MANNER OF
ACQUISITION
 
 In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another entity. We also may acquire stock or assets of
an existing business. On the consummation of a transaction it is probable that
the present Management and shareholders of the Company will no longer be in
control of the Company. In addition, the Company's president and director, as
part of the terms of the acquisition transaction, likely will be required to
resign and be replaced by one or more new officers and directors without a vote
of our shareholders.


- 7 -


It is
anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of a transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on that
market.
 
 While the
actual terms of a transaction to which the Company may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition as a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.
 
 With
respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.
 
 The
Company will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other
terms.
 
 We are
presently subject to all of the reporting requirements included in the Exchange
Act. Included in these requirements is the duty of the Company to file audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-K, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of the
Company.


- 8 -


COMPETITION
 
 The
Company will remain an insignificant participant among the firms which engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In view of the
Company's limited financial resources and limited management availability, the
Company may be at a competitive disadvantage compared to the Company's
competitors.





Item 2. DESCRIPTION OF
PROPERTY





The  Company  currently  occupies  offices
in the home of its  president,  which
location  also serves as offices for
Amery  Coast  Corporation  as well as other
companies.  From inception through June
2006,  affiliates  provided free office space to the
Company,  on an as needed  basis. From  July
2006  through present  the president of the Company
contributed office space valued at  $100 per month.








Item 3. LEGAL
PROCEEDINGS





No
legal  proceedings  to which the Company is a party
were  pending  during the
reporting  period,  and the Company knows of no
legal  proceedings of a material nature,  pending or
threatened,  or judgments  entered against the sole director
and officer of the Company in his capacity as such.








Item 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS





The  Company  did
not submit any matter to a vote
of  security  holders  through solicitation of
proxies or otherwise during the reporting period.








PART II





Item 5. MARKET FOR THE COMPANY'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





(a)  Principal
Market or Markets. The Company's stock has not traded and, at the present time,
it has no trading symbol.





(b)  Approximate  Number
of  Holders of Common  Stock.  The number of
holders of record of the Company's Common Stock as of July 2008 was
approximately 25 .





(c)  Dividends.  Holders
of common stock are entitled to receive such  dividends as may be
declared by the Company's Board of Directors. No dividends on the common stock
were paid by the Company  during the
periods  reported  herein nor does the Company anticipate
paying dividends in the foreseeable future.





(d)  Recent
Sales of Unregistered Securities. NOT APPLICABLE





- 9 -


Item 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION





Forward-Looking
Statements





Certain
statements contained in this annual report on Form 10-K including without
limitation, statements containing the words "believes," "anticipates,"
"estimates," "expects," and words of similar import, constitute "forward-looking
statements." You should not place undue reliance on these forward-looking
statements. Our actual results and the structure of transactions which may occur
in the future could differ materially from those described in these
forward-looking statements for many reasons, including those set forth in the
risk factors included herein and for other reasons including the demands of the
specific business entity with which the company may elect to engage in a
transaction.


Plan of
Operation





See Part
I, Item 1., "Description of Business-Plan of Operation."





Liquidity
and Capital Resources





At July
31, 2008, the Company's  fiscal year end, the Company had cash and
cash equivalents  of $316,  reflecting  a decrease
in cash of $1,063 from July 31,2007. While the Company has no foreseeable
capital commitments,  it also has no present  expectations
of generating any cash flow from operations  until such
time  as  it  may  successfully   complete  the  acquisition  of  the  business,
operations, or assets of an operating entity.





At
present time, Management has plans to
raise  additional  funds through the issuance of equity and
subject to the success of Management’s plan, we believe  that our
current  cash and  equivalents, supplemented with cash from
sale of shares,  will satisfy our  expected working capital
requirements through fiscal 2009.








Item 7. FINANCIAL
STATEMENTS





The
report of the independent  auditors on the
financial  statements  appears at Page F-2 and the financial
statements and their accompanying footnotes appear at Pages F-3 through F-9
hereof.  These financial statements and related financial information
required to be filed hereunder are incorporated herein by
reference.








- 10 -


PINEL
BAY CORPORATION
 (A
Development Stage Company)
 Index
to Financial Statements
 
 
 PageReport
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheets at July 31, 2008 and 2007
              F-3Statement
      of Operations for the years ended July 31, 2008 and 2007,and
      for the period from July 6, 2006 (inception) through July 31,
      2008
              F-4Statement
      of Changes in Shareholders' Deficit for the period fromJuly
      6, 2006 (inception) through July 31, 2008
              F-5Statement
      of Cash Flows for the years ended July 31, 2008 and 2007,and
      for the period from July 6, 2006 (inception) through July 31,
      2008
              F-6Notes
      to Financial Statements
              F-7
   F
- 1
  
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 To the
Board of Directors and Shareholders:
 Pinel Bay
Corporation
 
 
 We have
audited the balance sheets of Pinel Bay Corporation (a development stage
company) as of July 31, 2008 and 2007, and the related statements of operations,
changes in shareholders’ equity and cash flows for the years ended July 31, 2008
and 2007, and the period from July 6, 2006 (inception) through July 31,
2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pinel Bay Corporation as of July
31, 2008 and 2007, and the results of its operations and its cash flows for the
years ended July 31, 2008 and 2007, and the period from July 6, 2006 (inception)
through July 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has suffered operating losses since inception and has a
limited operating history, which raises a substantial doubt about its ability to
continue as a going concern.  Management’s plans in regard to these
matters are also described in Note 1.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/
Cordovano and Honeck LLP
  Cordovano
and Honeck LLP
 Englewood,
Colorado
 October
13, 2008
  F
- 2
   PINEL
BAY CORPORATION
 (A
Development Stage Company)
  Balance
Sheets
 
  July
      31,2008
              
              
              2007AssetsCash
              
              $
              316
              
              
              $
              1,379Liabilities
      and Shareholders’ DeficitLiabilities:Accrued
      liabilities
              
              $
              3,500
              
              
              $
              3,000Total
      liabilities
              
              
              3,500
              
              
              
              3,000Shareholders’
      deficit (Notes 2 and 3):Preferred
      stock, no par value; 5,000,000 shares authorized,-0-
      shares issued and outstanding
              
              
              —
              
              
              
              —Common
      stock, no par value; 50,000,000 shares authorized,1,158,675
      shares issued and outstanding
              
              
              15,147
              
              
              
              9,600Additional
      paid-in capital
              
              
              2,500
              
              
              
              1,300Deficit
      accumulated during development stage
              
              
              (20,831
              )
              
              
              (12,521
              )Total
      shareholders' deficit
              
              
              (3,184
              )
              
              
              (1,621
              )Total
      liabilities and shareholders' deficit
              
              $
              316
              
              
              $
              1,379
  See
accompanying notes to financial statements
  F
- 3
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
  Statements
of Operations
  July
      6,2006(Inception)For
      The Year Ended
              
              
              ThroughJuly
      31,
              
              
              July
      31,2008
              
              
              2007
              
              
              2008Operating
      expenses:Professional
      fees
              
              $
              7,074
              
              
              $
              7,309
              
              
              $
              17,383Contributed
      rent, related party (Note 2)
              
              
              1,200
              
              
              
              1,200
              
              
              
              2,500Other
              
              
              36
              
              
              
              37
              
              
              
              148Total
      operating expenses
              
              
              8,310
              
              
              
              8,546
              
              
              
              20,031Loss
      before income taxes
              
              
              (8,310
              )
              
              
              (8,546
              )
              
              
              (20,031
              )Income
      tax provision (Note 4)
              
              
              —
              
              
              
              —
              
              
              
              —Net
      loss
              
              $
              (8,310
              )
              
              $
              (8,546
              )
              
              $
              (20,031
              )Basic
      and diluted loss per share
              
              $
              (0.01
              )
              
              $
              (0.01
              )Basic
      and diluted weighted averagecommon
      shares outstanding
              
              
              1,076,287
              
              
              
              1,020,000
  See
accompanying notes to financial statements
  F
- 4
 
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
  Statement
of Changes in Shareholders' Deficit
   DeficitAccumulatedAdditional
              
              
              DuringPreferred
      Stock
              
              
              Common
      Stock
              
              
              Paid-in
              
              
              DevelopmentShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              TotalBalance
      at July 6, 2006 (inception) (Note 1)
              
              
              —
              
              
              $
              —
              
              
              
              800,000
              
              
              $
              800
              
              
              $
              —
              
              
              $
              (800
              )
              
              $
              —July
      2006, common shares sold in privateplacement offering ($.04 per
      share) (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              200,000
              
              
              
              8,000
              
              
              
              —
              
              
              
              —
              
              
              
              8,000Office
      space contributed by an officer (Note 2)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              100
              
              
              
              —
              
              
              
              100Net
      loss, period ended July 31, 2006
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (3,175
              )
              
              
              (3,175
              )Balance
      at July 31, 2006
              
              
              —
              
              
              
              —
              
              
              
              1,000,000
              
              
              
              8,800
              
              
              
              100
              
              
              
              (3,975
              )
              
              
              4,925August
      2006, common shares sold in privateplacement
      offering ($.04 per share) (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              20,000
              
              
              
              800
              
              
              
              —
              
              
              
              —
              
              
              
              800Office
      space contributed by an officer (Note 2)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              1,200
              
              
              
              —
              
              
              
              1,200Net
      loss, year ended July 31, 2007
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (8,546
              )
              
              
              (8,546
              )Balance
      at July 31, 2007
              
              
              —
              
              
              
              —
              
              
              
              1,020,000
              
              
              
              9,600
              
              
              
              1,300
              
              
              
              (12,521
              )
              
              
              (1,621
              )November
      2007, common shares sold in privateplacement
      offering ($.04 per share) (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              37,500
              
              
              
              1,500
              
              
              
              —
              
              
              
              —
              
              
              
              1,500November
      2007, common shares sold to Company's soleofficer
      and director ($.04 per share) (Note 2)
              
              
              —
              
              
              
              —
              
              
              
              25,000
              
              
              
              1,000
              
              
              
              —
              
              
              
              —
              
              
              
              1,000November
      2007, common shares issued in exchangefor
      services ($.04 per share) (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              13,675
              
              
              
              547
              
              
              
              —
              
              
              
              —
              
              
              
              547January
      2008, common shares sold in private placementoffering
      ($.04 per share) (Note 3)
              
              
              —
              
              
              
              —
              
              
              
              25,000
              
              
              
              1,000
              
              
              
              —
              
              
              
              —
              
              
              
              1,000March
      2008, common shares sold to Company's soleofficer
      and director ($.04 per share) (Note 2)
              
              
              —
              
              
              
              —
              
              
              
              12,500
              
              
              
              500
              
              
              
              —
              
              
              
              —
              
              
              
              500June
      2008, common shares sold to Company's soleofficer
      and director ($.04 per share) (Note 2)
              
              
              —
              
              
              
              —
              
              
              
              25,000
              
              
              
              1,000
              
              
              
              —
              
              
              
              —
              
              
              
              1,000Office
      space contributed by an officer (Note 2)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              1,200
              
              
              
              —
              
              
              
              1,200Net
      loss, year ended July 31, 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (8,310
              )
              
              
              (8,310
              )Balance
      at July 31, 2008
              
              
              —
              
              
              $
              —
              
              
              
              1,158,675
              
              
              $
              15,147
              
              
              $
              2,500
              
              
              $
              (20,831
              )
              
              $
              (3,184
              )
  See
accompanying notes to financial statements
  F
- 5
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
  Statements
of Cash Flows
 
  July
      6,2006(Inception)For
      The Year Ended
              
              
              ThroughJuly
      31,
              
              
              July
      31,2008
              
              
              2007
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (8,310
              )
              
              $
              (8,546
              )
              
              $
              (20,831
              )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Contributed
      rent (Note 2)
              
              
              1,200
              
              
              
              1,200
              
              
              
              2,500Stock
      issued for services (Note 3)
              
              
              547
              
              
              
              —
              
              
              
              547Changes
      in operating assets and liabilities:Accrued
      liabilities
              
              
              500
              
              
              
              (75
              )
              
              
              3,500Net
      cash used inoperating
      activities
              
              
              (6,063
              )
              
              
              (7,421
              )
              
              
              (14,284
              )Cash
      flows from financing activities:Proceeds
      from common stock sales (Note 3)
              
              
              5,000
              
              
              
              800
              
              
              
              14,600Net
      cash provided byfinancing
      activities
              
              
              5,000
              
              
              
              800
              
              
              
              14,600Net
      change in cash
              
              
              (1,063
              )
              
              
              (6,621
              )
              
              
              316Cash,
      beginning of period
              
              
              1,379
              
              
              
              8,000
              
              
              
              —Cash,
      end of period
              
              $
              316
              
              
              $
              1,379
              
              
              $
              316Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
              
              $
              —
              
              
              $
              —
              
              
              $
              —Interest
              
              $
              —
              
              
              $
              —
              
              
              $
              —
  See
accompanying notes to financial statements
  F
- 6
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 
 (1) Organization,
Basis of Presentation, and Summary of Significant Accounting
Policies
 
 Organization
      and Basis of Presentation
 
 Pinel Bay
Corporation (the “Company”) was initially incorporated on October 28, 1996 in
the State of Colorado.  During January 1997, the Company issued its
president and sole director 800,000 shares of its no par value common stock in
exchange for organization costs.  Following the stock issuance, the
Company remained inactive through July 6, 2006.  Although the Company
was incorporated on October 28, 1996, the accompanying financial statements
report July 6, 2006 as the date of inception for accounting purposes, which was
the date the Company commenced its operating activities.
 
 The
Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 7 and is considered a “shell” or
“blank check” company.  The Company has been in the development stage
since inception and has no revenue-producing operations to date.  The
Company’s business plan is to evaluate, structure and complete a merger with, or
acquisition of, a privately owned corporation.
 
 Development
      Stage
 
 The
Company is in the development stage in accordance with SFAS No. 7 “Accounting
and Reporting by Development Stage Enterprises”.  As of July 31, 2008,
the Company has devoted substantially all of its efforts to financial planning
and a private placement offering of its common stock.
 
 Going
      Concern
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  As shown in the accompanying
financial statements, the Company is a development stage enterprise with losses
since inception and a limited operating history.  These factors, among
others, may indicate that the Company will be unable to continue as a going
concern for reasonable period of time.
 
 The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and liabilities that might be
necessary should the Company be unable to continue as a going
concern.  The Company’s continuation as a going concern is dependent
upon its ability to generate sufficient cash flow to meet its obligations on a
timely basis and ultimately to attain profitability.  The Company
intends to seek additional funding through equity offerings to fund its business
plan.  There is no assurance that the Company will be successful in
raising additional funds.
  F
- 7
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 
 
 Use
      of Estimates
 
 The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Cash
      and Cash Equivalents
 
 The
Company considers all highly liquid debt instruments with original maturities of
three months or less when acquired to be cash equivalents.  The
Company had no cash equivalents at July 31, 2008 and 2007.
  Income
Taxes
  Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related
primarily to differences between the recorded book basis and the tax basis of
assets and liabilities for financial and income tax
reporting.  Deferred tax assets and liabilities represent the future
tax return consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or
settled.  Deferred taxes are also recognized for operating losses that
are available to offset future taxable income and tax credits that are available
to offset future federal income taxes.
  Organization
Costs
 
 Costs
related to the organization of the Company have been expensed as
incurred.
 
 Loss
per Common Share
 
 The
Company reports net loss per share using a dual presentation of basic and
diluted loss per share. Basic net loss per share excludes the impact of common
stock equivalents.  Diluted net loss per share utilizes the average
market price per share when applying the treasury stock method in determining
common stock equivalents.  At July 31, 2008 and 2007, there were no
variances between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.
 
 (2) Related
Party Transactions
 
 Common
Stock
 
 During
November 2007, the Company sold 25,000 shares of its common stock to its sole
officer and director for $1,000, or $.04 per share.
 
 During
March 2008, the Company sold 12,500 shares of its common stock to its sole
officer and director for $500, or $.04 per share.
  F
- 8
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 
 During
June 2008, the Company sold 25,000 shares of its common stock to its sole
officer and director for $1,000, or $.04 per share.
 
 On
January 30, 1997, the Company issued its president and sole director 800,000
shares of its no par common stock as payment for $800 in fees and expenses
incurred as part of organizing the Company.
 
 Office
Space
 
 The
Company’s president and sole director contributed office space to the Company
for the period presented in the accompanying financial
statements.  The office space was valued at $100 per month based on
the market rate in the local area and is included in the accompanying financial
statements as “Contributed rent, related party” with a corresponding credit to
“Additional paid-in capital”.
 
 (3)         Shareholders’
Equity
 
 Since
July 2007, the Company has offered for sale 500,000 shares of its common stock
at a price of $0.04 per share:
 
 During
November 2007, the Company sold 37,500 shares for proceeds of
$1,500.
 
 During
January 2008, the Company sold 25,000 shares for proceeds of
$1,000.
 
 The
offering is made in reliance on an exemption from registration of trade in the
United States under Section 4(2) of Regulation D of the United States Securities
Act of 1933, as amended.  The Company relied upon exemptions from
registration believed by it to be available under federal and state securities
laws in connection with the offering.  All sales were conducted
through the Company’s officer and director.
 
 During
November 2007, the Company issued 13,675 shares of its common stock in exchange
for EDGAR printing services totaling $547, or $0.04 per share.
 
 During
July and August 2006, the Company offered for sale 500,000 shares at of its
common stock at a price of $0.04 per share.  The Company sold 220,000
shares for proceeds of $8,800.  The offering was made in reliance on
an exemption from registration of a trade in the United States under Section
4(2) of Regulation D of the United States Securities Act of 1933, as
amended.  The Company relied upon exemptions from registration
believed by it to be available under federal and state securities laws in
connection with the offering.  All sales were conducted through the
Company’s officer and director.
 
  F
- 9
  PINEL
BAY CORPORATION
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 
 (4)         Income
Taxes
 
 A
reconciliation of U.S. statutory federal income tax rate to the effective rate
follows:
 
 For
      The Year EndedJuly
      31,2008
              
              
              2007U.S.
      statutory federal rate, graduated
              
              
              15.00
              %
              
              
              15.00
              %State
      income tax rate, net of federal
              
              
              3.94
              %
              
              
              3.94
              %Contributed
      rent
              
              
              -2.74
              %
              
              
              -2.66
              %Net
      operating loss (NOL) for whichno
      tax benefit is currently available
              
              
              -16.20
              %
              
              
              -16.28
              %0.00
              %
              
              
              0.00
              %
 
 At July
31, 2008, deferred tax assets consisted of a net tax asset of $3,319, due to
operating loss carryforwards of $17,531, which was fully allowed for, in the
valuation allowance of $3,319.  The valuation allowance offsets the
net deferred tax asset for which it is more likely than not that the deferred
tax assets will not be realized.  The change in the valuation
allowance for the periods ended July 31, 2008 and 2007 totaled $1,346 and
$1,391, respectively.  The current tax benefit also totaled $1,346 for
the year ended July 31, 2008.  The net operating loss carryforward
expires through the year 2028.
 
 The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized.  At that time, the allowance will either be increased or
reduced; reduction could result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax assets is no
longer impaired and the allowance is no longer required.
 
 Should
the Company undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, the Company’s tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.
  F
- 10


Item 8. DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE
 
 The  Company  did  not  have  any  disagreements  on  accounting  and  financial
disclosures with its present accounting firm during the reporting
period.





Item 8A. CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures
  As of the
end of the period covered by this annual report on Form 10-K, we evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)). That evaluation was performed under the supervision and with the
participation of our President and Chief Financial Officer. Based on that
evaluation we concluded that our disclosure controls and procedures are
effective in timely alerting him to material information required to be included
in its periodic SEC filings.
  Changes
in Internal Control over Financial Reporting
  We have
made no significant change in our internal control over financial reporting
during the most recent fiscal quarter covered by this annual report on Form 10-K
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





Item 8B. OTHER
INFORMATION





None.





PART III





Item 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS;  COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT





(a)  Directors  and  Executive  Officers.  The
Company has one director and officer as follows:





Name
            Age
            Position
            SinceJames
      B. Wiegand
            61
            Director
      and President
            July
      1996





Mr.
Wiegand is President of Rosewind Corporation, operator of an offshore sailing
school.  Rosewind's share are quoted on the OTCBB.  Mr. Wiegand
is president of Amery Coast Corporation, a financial consulting
company.  From 1975 until 1996.  Mr. Wiegand was president and
director of Solar Energy Research Corp., a publicly traded company which he
founded and took public. Mr. Wiegand obtained his Bachelor of Science Mechanical
Engineering degree from the University of Denver in 1969.





Item 10. EXECUTIVE
COMPENSATION





Mr. Wiegand
has not directly received compensation from the Company for
his services.




- 11 -





Item 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following  table sets forth,  as of July 31, 2008, each
person known by the Company to be the  beneficial  owner of
five  percent or more of the  Company's Common
Stock,  all directors  individually and all directors and
officers of the Company as a group.  Except as noted, each person has
sole voting and investment power with respect to the shares shown.





Amount
      and NatureName and Address
            of
      Beneficial
            Percentageof Beneficial
      Owner
            Ownership
            of
      ClassJames
      B. Wiegand
            862,500
            74.4%16200
      WCR 18ELoveland,
      CO 80537All
      Executive Officersand
      Directors as aGroup
      (1 Person)
            862,500
            74.4%








Item 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS





James
Wiegand provided free office space to the Company, on an as needed
basis, from inception through June
2009.  Commencing in July 2006, James Wiegand began contributing
office space to the Company.  The Company's Board of Directors
has valued this contributed office
space at approximately $100 per month, based on
prevailing local market rates.








Item 13. EXHIBITS AND REPORTS ON FORM
8-K





(a)
Exhibits





EX-31
            Certification
      of CEO and CFO Pursuant to Section 302EX-32
            Certification
      of CEO and CFO Pursuant to Section
906





(b)
Form 8-K





There
were no reports filed on Form 8-K.








Item 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES





Audit and
audit-Related Fees





During
the year ended July 31, 2008, the Company's principal  accountant
billed $5,600 in fees that
were  directly  associated  with
the  preparation of annual audit reports and quarterly review
reports.





Tax
Fees





The
Company's  principal  accountant  did not bill any
tax fees during the years ended July 21, 2008.


- 12 -


All Other
Fees





The
Company's principal  accountant did not bill any other fees during the
year ended July 31, 2008.





The
officers and directors of  Pinel Bay Corporation have determined that
the services provided by our Company's principal accountant, as referred to in
the above paragraphs,  are compatible with maintaining the principal
accountant's independence.





Audit
Committee's Pre-Approval Policies and Procedures





Due to
the fact that Pinel Bay Corporation has only one active officer and
director,  the Company does not have an audit committee at this
time.





Percentage
of Hours Expended





All  hours  expended  on
the  principal  accountant's  engagement  to
audit  the
registrant's   financial  statements  for  the  most  recent  fiscal  year  were
attributable  to work  performed by persons that are the
principal  accountant's full-time, permanent employees.











SIGNATURES





In  accordance  with  Section
13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.







Pinel Bay
      Corporation
              (Registrant)Date: October 24, 2008
            By:
            /s/ James B. WiegandJames B.
      Wiegand
              President





- 13
-