**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**


**(Amendment
      No. 2)**





**x** **Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of
      1934 for the fiscal year ended December 31, 2007.**





** ̈** **Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934 for the transition period from to .**







**SECURELOGIC
      CORP.**


(Exact
      name of registrant as specified in its charter)


**NEVADA**
              
              **77-0571784**(State
                  or Other Jurisdiction of Incorporation or
                Organization)
              
              I.R.S.
                  Employer Identification
                  Number





**420
      Lexington Avenue**


**Suite
      2320**


**New
      York, NY 10170**


(Address
      of Principal Executive Offices and Zip Code)





Issuer's
      Telephone Number: (212) 661-6800





Securities
      registered pursuant to Section 12(b) of the Act : None.





Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, par value
      $ 0.001 per
      share





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈





Indicate
      by mark (X) whether the issuer (1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Securities
      Exchange Act of 1934 during the preceding 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  ̈





Indicate
      by mark (X) if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B is not contained herein, and will not 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-KSB or any amendment
      to
      this Form 10-KSB.  ̈





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). YES  ̈ NO x





Issuer's
      revenues for its most recent fiscal year: $2,745,000.





Aggregate
      market value of the voting stock held by non-affiliates of the registrant,
      based
      upon the closing price of the Common Stock on March 31, 2008:
      $1,388,969.





Number
      of
      shares outstanding of each of the registrant's classes of common stock as of
      March 31, 2008: Common Stock: 55,947,330.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





List
      hereunder the following documents if incorporated by reference and the Part
      of
      the 10-KSB into which the document is incorporated.





None










**Explanatory
      Note**





SecureLogic
      Corp. (which may be referred to herein as we, us or the Company) is filing
      this
      Amendment No. 2 to its Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 2007 (the “Annual Report”) to replace the Item 8A disclosure with
      Item 8A(T) and include Management’s Report on Internal Control Over Financial
      Reporting. In addition, in connection with the filing of this Form 10-KSB/A
      and
      pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange
      Act”), we are including revised Certifications and certain currently dated
      Certifications. The remainder of the Annual Report filed with the Securities
      and
      Exchange Commission on April 14, 2008 remains unchanged.





**PART
      II**




**ITEM
      8A(T).**  **CONTROLS
      AND PROCEDURES.**




(a)  ***Conclusions
      regarding disclosure controls and procedures*** .
      Disclosure controls and procedures are the Company’s controls and other
      procedures that are designed to ensure that information required to be disclosed
      by the Company in the reports that the Company files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed by
      the
      Company in the reports that it files under the Exchange Act is accumulated
      and
      communicated to the Company’s management, including its Chief Executive Officer
      and Chief Financial Officer, as appropriate to allow timely decisions regarding
      required disclosure. Management is responsible for establishing and maintaining
      adequate internal control over financial reporting.





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-14(c) promulgated under the Exchange Act as of December 31,
      2007,
      and, based on their evaluation, as of the end of such period, the our disclosure
      controls and procedures were not effective as of the end of the period covered
      by the Annual Report, because the Annual Report did not include, as it was
      originally filed, the newly required management’s report on internal control
      over financial reporting. The deficiency has been corrected by the inclusion
      of
      management’s report on internal control over financial reporting in an amendment
      to the Annual Report.




(b)  ***Management’s
      Report On Internal Control Over Financial Reporting*** .
      It is
      management’s responsibilities to establish and maintain adequate internal
      controls over the Company’s financial reporting. Internal control over financial
      reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
      Exchange Act as a process designed by, or under the supervision of, the issuer’s
      principal executive and principal financial officers and effected by the
      issuer’s management and other personnel, to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with generally accepted
      accounting principles and includes those policies and procedures
      that:





·
            Pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect the transactions and dispositions of the assets of
                the
                issuer;




·
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles and that receipts and expenditures of the issuer
                are
                being made only in accordance with authorizations of management of
                the
                issuer; and





·
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of the issuer’s assets that
                could have a material effect on the financial
                statements.




As
      of the
      end of the period covered by the Annual Report, an evaluation was carried out
      under the supervision and with the participation of our management, including
      our Chief Executive Officer and Chief Financial Officer, of the effectiveness
      of
      our internal control over financial reporting.




Management
      assessed the effectiveness of our internal control over financial reporting
      as
      of December 31, 2007. In making this assessment, management used the criteria
      set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission in Internal Control-Integrated Framework.




Based
      on
      that evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that, as of the end of such period, our disclosure controls and
      procedures were not effective as of the end of the period covered by the Report
      for the reasons cited above.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Projections of any evaluation of effectiveness
      to future periods are subject to the risk that controls may become inadequate
      because of changes in conditions, or that the degree of compliance with the
      policies or procedures may deteriorate. All internal control systems, no matter
      how well designed, have inherent limitations. Therefore, even those systems
      determined to be effective can provide only reasonable assurance with respect
      to
      financial statement preparation and presentation. Because of the inherent
      limitations of internal control, there is a risk that material misstatements
      may
      not be prevented or detected on a timely basis by internal control over
      financial reporting. However, these inherent limitations are known features
      of
      the financial reporting process. Therefore, it is possible to design into the
      process safeguards to reduce, though not eliminate, this risk.




This
      Annual Report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this Annual
      Report.




(c)  ***Changes
      in internal control over financial reporting*** .
      There
      were no changes in our internal control over financial reporting identified
      in
      connection with the evaluation required by paragraph (d) of Exchange Act Rules
      13a-15 or 15d-15 that occurred during our last fiscal quarter that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Exchange Act, the
      registrant has duly caused this Amendment No. 2 to the Annual Report to be
      signed on its behalf by the undersigned, thereunto duly authorized.





SecureLogic
                Corp.By:
            **/s/**********Paul
                Goodman****Paul
                Goodman*****Chief
                Executive Officer***Date:
                October 20, 2008





**EXHIBIT
      INDEX**




Exhibit
            
            Contents3.1
            
            Articles
                of Incorporation of the Registrant.*3.2
            
            Certificate
                of Amendment to the Articles of Incorporation of the
                Registrant.*3.3
            
            By-Laws
                of Registrant.*4.1
            
            Sample
                Stock Certificate of the Registrant.*10.1
            
            1999
                Stock Option Plan (Incorporated by reference to Exhibit 4.1 to the
                Registrant’s Registration Statement on Form S-8 (Commission File Number
                333-46712) filed with the SEC on September 27,
                2000).***10.2
            
            2005
                Equity Compensation Plan (incorporated by reference to the Company’s
                definitive proxy statement filed with the SEC on April 5,
                2005).***10.3
            
            Executive
                Employment Agreement between Monterey Bay Tech, Inc. and Gary Koren
                dated
                May 10, 2005.***10.4
            
            Executive
                Employment Agreement between Monterey Bay Tech, Inc. and Shalom Dolev
                dated May 10, 2005.***10.5
            
            Employment
                Agreement between SpaceLogic Ltd. and Michael Klein dated February
                17,
                2005.***10.6
            
            Employment
                Agreement between SpaceLogic Ltd. and Iftach Yeffet dated April 20,
                2005.***(1)10.7
            
            Services
                Agreement between SpaceLogic Ltd. and Shalom Dolev dated May 10,
                2005.***10.8
            
            Letter
                Agreement between SpaceLogic Ltd. and Shalom Dolev effective December
                1,
                2005.***10.9
            
            Letter
                Agreement between SpaceLogic Ltd. and Gary Koren effective December
                1,
                2005.***10.10
            
            Letter
                Agreement between SpaceLogic Ltd. and Iftach Yeffet effective December
                1,
                2005.***10.11
            
            Letter
                Agreement between SpaceLogic Ltd. and Michael Klein effective December
                1,
                2005.***10.12
            
            Form
                of Option Agreement.***14
            
            Code
                of Ethics.**21.1
            
            Subsidiaries
                of Registrant****23.1
            
            Consent
                of Brightman Almagor & Co****31.1
            
            Certification
                of Chief Executive Officer, as required by Rule 13a-14(a) of the
                Securities Exchange Act of 193431.2
            
            Certification
                of Chief Financial Officer, as required by Rule 13a-14(a) of the
                Securities Exchange Act of 193432.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer, as required
                by
                Rule 13a-14(b) of the Securities Exchange Act of 193432.2
            
            Certification
                of Chief Financial Officer, as required by Rule 13a-14(b) of the
                Securities Exchange Act of 1934*
                Incorporated into this Report by reference to the Registrant’s
                Registration
              Statement
                on Form 10 dated November 15, 1999.**Incorporated
                into this Report by reference to Exhibit 99 to the Registrant’s Annual
                Report onForm-10KSB filed April 14, 2005.***
                Management or Director contract or arrangement.****
                Previously filed on April 14, 2008.(1)
                Translation from to English to be subsequently
                filed