SecProbe.io

MAIL STOP 3561
September 2, 2005

Mr. Xiaofeng Li
Chief Executive Officer
T Bay Holdings, Inc.
8 East Broadway, Suite 609
Salt Lake City, UT  84111

Re: T Bay Holdings, Inc.
 Item 4.01 Form 8-K/A
Filed September 1, 2005
 File No. 033-37099-S

Dear Mr. Li:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.

Form 8-K/A filed September 1, 2005
1. Your current disclosure under Item 4.01( a)(ii) references the audit report of
Madsen & Associates CPA’s for the y ear ended December 31, 2004.  We noted
you’re the audit report for the year e nded December 31, 2003 also contained an
uncertainty modification.  Please revise your  disclosure to include a discussion of
the principal accountant’s report for the past two years in accordance with Item
304(a)(1)(ii) of Regulation S-B.
2. We reviewed your disclosure under Item 4.01(b), noting you had not consulted
with your new independent accountants during the two most recent fiscal years.
In accordance with Item 304(a)(2) of Regula tion S-B, please revise to update your
disclosures through the date of e ngagement of your new accountant.

Xiaofeng Li
T Bay Holdings, Inc.
September 2, 2005
Page 2

3. Please amend to file a letter from Madsen  & Associates, Inc., as an Exhibit 16 in
accordance with Item 304(a)(3 ) of Regulation S-B. This letter should reflect their
agreement or disagreement with any disc losures in the amended Form 8-K filing.

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3390

       S i n c e r e l y ,

       B r i a n  K .  B h a n d a r i
       S t a f f  A c c o u n t a n t