<PAGE>

      As filed with the Securities and Exchange Commission on February 12, 2003
                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                  TORBAY HOLDINGS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

                      NEVADA                             52-2143186
                      ------                             ----------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)            Identification No.)
                             ----------------------

         4 Mulford Place, Suite 2G, Hempstead, New York 11550
      ---------------------------------------------------------------------
        (Address of Principal Executive Offices)              (Zip Code)

                             ----------------------

              CONSULTING AGREEMENT WITH WARREN HEMINGER AND SALLY A. CRAIG

   --------------------------------------------------------------------------
                            (Full title of the plan)

                             ----------------------
                        WILLIAM THOMAS LARGE, PRESIDENT
                              TORBAY HOLDINGS, INC.
                           4 Mulford Place, Suite 2G,
                            Hempstead, New York 11550
                                 (516) 292-2023
                                 --------------
            (Name, address and telephone number of agent for service)

                                   COPIES TO:
                             GREGORY SICHENZIA, ESQ.
                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                      1065 AVENUE OF THE AMERICAS, 21ST FLR.
                          NEW YORK, NY 10018

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                                                 PROPOSED               PROPOSED
                                          AMOUNT TO BE       MAXIMUM OFFERING       MAXIMUM AGGREGATE       AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)    PRICE PER SHARE (2)     OFFERING PRICE (2)   REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>                  <C>                      <C>                    <C>
Common Stock, $.0001 par value            3,000,000 Shares          $.06               $180,000                   $16.56
=============================================================================================================================
</TABLE>



(1)  In the event of a stock split, stock dividend, anti-dilution adjustment or
     similar transaction involving common stock of the registrant, in order to
     prevent dilution, the number of shares registered shall be automatically
     increased to cover the additional shares in accordance with Rule 416(a) of
     the Securities Act of 1933.
(2)  Computed pursuant to Rule 457(c) on the basis of the average of the high
     and low prices per share as reported for such securities on the NASD's OTC
     Bulletin Board on February 10, 2003.

<PAGE>

                                EXPLANATORY NOTE

         This registration statement covers 3,000,000 shares of common stock,
$0.0001 par value per share, of Torbay Holdings, Inc. issuable under consulting
agreements.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Form S-8 and Rule 428(b)(1) of the Securities Act of
1933, we will provide to Warren Heminger and Sally A. Craig the documents
containing the information specified in Part I, Items 1 and 2. We will furnish
without charge to any person, upon written or oral request of such person, a
copy of each document incorporated by reference in Item 3 of Part II of this
registration statement, which documents are incorporated by reference in the
Section 10(a) prospectus, and any other documents required to be delivered to
Warren Heminger and Sally A. Craig under Rule 428(b) of the Securities Act of
1933. Requests should be directed to Torbay Holdings, Inc., 4 Mulford Place,
Suite 2G, Hempstead, NY 11550, Attention: President. Our telephone number is
(516) 292-2023.





                                       I-1


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.
              ----------------------------------------

         We incorporate the following documents by reference in this
registration statement:

          (a)  Our annual report on Form 10-KSB, as amended, for the fiscal year
     ended December 31, 2001, filed with the Securities and Exchange Commission,
     or  the  Commission,  (File  No.  0-25417);

          (b)  Our  quarterly  report  on  Form  10-QSB  for  the  quarter ended
     September  30,  2002,  filed  with  the  Commission;

          (c)  The description of our securities contained in our Form 8-K (File
     No.  0-25417)  filed  under the Securities Exchange Act of 1934 on November
     12,  1999,  together  with any amendment or report filed for the purpose of
     amending  or  updating  such  description.

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.       Description of Securities.
              --------------------------

              Not Applicable.

ITEM 5.       Interests of Named Experts and Counsel.
              ---------------------------------------

              Not Applicable.



                                      II-1


<PAGE>

ITEM 6.       Indemnification of Directors and Officers.
              ------------------------------------------

         Our bylaws provide that we shall, to the fullest extent permitted by
Nevada Revised Statutes section 78.751, indemnify all persons that we have power
to indemnify under that section against all expenses, liabilities or other
matters covered by that section, and that this indemnification is not exclusive
of any other indemnification rights to which those persons may be entitled.
Indemnification under this provision is as to action both in an official
capacity and in another capacity while holding office. Indemnification continues
as to a person who has ceased to be a director, officer, employee or agent and
extends to the benefit of the heirs, executors and administrators of such a
person. Section 78.751 of the Nevada Revised Statutes provides that the expenses
of our officers and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by us as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to indemnification.




                                      II-2

<PAGE>


     To the extent indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Torbay
Holdings, Inc. under the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

ITEM 7 . Exemption from Registration Claimed.
         ------------------------------------

     Exemption from the registration provisions of the Securities Act of 1933
for the issuance of the shares is claimed under Section 4(2) of the Securities
Act of 1933, among others, on the basis that such transactions did not involve
any public offering and the purchasers were each sophisticated with access to
the kind of information registration would provide.

ITEM 8.       Exhibits.
              ---------

          4.1  Consulting Agreement dated February 6, 2003 by and between Torbay
               Holdings, Inc.  and Sally A. Craig.

          4.2  Consulting Agreement dated February 5, 2003 by and between Torbay
               Holdings, Inc. and Warren Heminger .

          5.1  Opinion of Counsel, regarding the legality of the securities
               registered hereunder.

          23.2 Consent of WEINBERG & COMPANY, P.A.



                                      II-3

<PAGE>

ITEM 9.       Undertakings.
              -------------

         Torbay Holdings, Inc. hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (unless the information
required by paragraphs (i) and (ii) below is contained in periodic reports filed
with or furnished by Torbay Holdings, Inc. to the Securities and Exchange
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement):

                  (i)    To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events which,
          individually or together, represent a fundamental change in the
          information in the registration statement; and notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in the volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

                  (iii)  To include any additional or changed material
          information on the plan of distribution.

         (2) For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering.

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.





                                      II-4


<PAGE>
                                   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 County of Nassau, State of New York, on February 12, 2003.

                                  TORBAY HOLDINGS, INC.,
                                  a Nevada corporation

                                  By:  /S/ William Thomas Large
                                      -----------------------------------------
                                      William Thomas Large, President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including a
majority of the board of directors, in the capacities and on the date indicated.

<TABLE>
<CAPTION>

        SIGNATURE                        TITLE                           DATE
        ---------                        -----                           ----
<S>                                        <C>                            <C>

/s/ William Thomas Large                                          February 12, 2003
--------------------------       President, Chief Financial
William Thomas Large             Officer and Director



/s/ Alexander Gordon Lane                                         February 12, 2003
--------------------------       Director
Alexander Gordon Lane



</TABLE>



                                      II-5

<PAGE>

                                  EXHIBIT INDEX

    Exhibit No.       Description
    -----------       -----------
          4.1  Consulting Agreement dated February 6, 2003 by and between Torbay
               Holdings, Inc.  and Sally A. Craig.

          4.2  Consulting Agreement dated February 5, 2003 by and between Torbay
               Holdings, Inc. and Warren Heminger .

          5.1  Opinion of Counsel, regarding the legality of the securities
               registered hereunder.

          23.2 Consent of WEINBERG & COMPANY, P.A.









                                      II-6



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14771}]
{"company-data": {"conformed-name": "TORBAY HOLDINGS INC", "cik": "0001078724", "assigned-sic": "3580", "irs-number": "980213494", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103118", "film-number": "03552858"}, "business-address": {"street1": "MAISON SOUMAREZ, RT DE COBO", "street2": "CASTEL, GUERNSEY UK", "city": "CASTEL GUERNSEY", "zip": "GY5 7RZ", "phone": "01144148146044"}, "mail-address": {"street1": "LA BELLE EPOQUE", "street2": "LES TREACHERIES L'ISLET", "city": "ST SAMPSONS GUERNSEY", "state": "A0", "zip": "CI GY2 4SN"}, "former-company": {"former-conformed-name": "TORBAY ACQUISITION CORP", "date-changed": "19990208"}}
As filed with the Securities and Exchange Commission on February 12, 2003
                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                  TORBAY HOLDINGS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

                      NEVADA                             52-2143186
                      ------                             ----------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)            Identification No.)
                             ----------------------

         4 Mulford Place, Suite 2G, Hempstead, New York 11550
      ---------------------------------------------------------------------
        (Address of Principal Executive Offices)              (Zip Code)

                             ----------------------

              CONSULTING AGREEMENT WITH WARREN HEMINGER AND SALLY A. CRAIG

   --------------------------------------------------------------------------
                            (Full title of the plan)

                             ----------------------
                        WILLIAM THOMAS LARGE, PRESIDENT
                              TORBAY HOLDINGS, INC.
                           4 Mulford Place, Suite 2G,
                            Hempstead, New York 11550
                                 (516) 292-2023
                                 --------------
            (Name, address and telephone number of agent for service)

                                   COPIES TO:
                             GREGORY SICHENZIA, ESQ.
                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                      1065 AVENUE OF THE AMERICAS, 21ST FLR.
                          NEW YORK, NY 10018

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                 PROPOSED               PROPOSED
                                          AMOUNT TO BE       MAXIMUM OFFERING       MAXIMUM AGGREGATE       AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)    PRICE PER SHARE (2)     OFFERING PRICE (2)   REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value            3,000,000 Shares          $.06               $180,000                   $16.56
=============================================================================================================================
(1)  In the event of a stock split, stock dividend, anti-dilution adjustment or
     similar transaction involving common stock of the registrant, in order to
     prevent dilution, the number of shares registered shall be automatically
     increased to cover the additional shares in accordance with Rule 416(a) of
     the Securities Act of 1933.
(2)  Computed pursuant to Rule 457(c) on the basis of the average of the high
     and low prices per share as reported for such securities on the NASD's OTC
     Bulletin Board on February 10, 2003.
EXPLANATORY NOTE

         This registration statement covers 3,000,000 shares of common stock,
$0.0001 par value per share, of Torbay Holdings, Inc. issuable under consulting
agreements.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Form S-8 and Rule 428(b)(1) of the Securities Act of
1933, we will provide to Warren Heminger and Sally A. Craig the documents
containing the information specified in Part I, Items 1 and 2. We will furnish
without charge to any person, upon written or oral request of such person, a
copy of each document incorporated by reference in Item 3 of Part II of this
registration statement, which documents are incorporated by reference in the
Section 10(a) prospectus, and any other documents required to be delivered to
Warren Heminger and Sally A. Craig under Rule 428(b) of the Securities Act of
1933. Requests should be directed to Torbay Holdings, Inc., 4 Mulford Place,
Suite 2G, Hempstead, NY 11550, Attention: President. Our telephone number is
(516) 292-2023.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.
              ----------------------------------------

         We incorporate the following documents by reference in this
registration statement:

          (a)  Our annual report on Form 10-KSB, as amended, for the fiscal year
     ended December 31, 2001, filed with the Securities and Exchange Commission,
     or  the  Commission,  (File  No.  0-25417);

          (b)  Our  quarterly  report  on  Form  10-QSB  for  the  quarter ended
     September  30,  2002,  filed  with  the  Commission;

          (c)  The description of our securities contained in our Form 8-K (File
     No.  0-25417)  filed  under the Securities Exchange Act of 1934 on November
     12,  1999,  together  with any amendment or report filed for the purpose of
     amending  or  updating  such  description.

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.       Description of Securities.
              --------------------------

              Not Applicable.

ITEM 5.       Interests of Named Experts and Counsel.
              ---------------------------------------

              Not Applicable.

                                      II-1
ITEM 6.       Indemnification of Directors and Officers.
              ------------------------------------------

         Our bylaws provide that we shall, to the fullest extent permitted by
Nevada Revised Statutes section 78.751, indemnify all persons that we have power
to indemnify under that section against all expenses, liabilities or other
matters covered by that section, and that this indemnification is not exclusive
of any other indemnification rights to which those persons may be entitled.
Indemnification under this provision is as to action both in an official
capacity and in another capacity while holding office. Indemnification continues
as to a person who has ceased to be a director, officer, employee or agent and
extends to the benefit of the heirs, executors and administrators of such a
person. Section 78.751 of the Nevada Revised Statutes provides that the expenses
of our officers and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by us as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to indemnification.

                                      II-2
To the extent indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Torbay
Holdings, Inc. under the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

ITEM 7 . Exemption from Registration Claimed.
         ------------------------------------

     Exemption from the registration provisions of the Securities Act of 1933
for the issuance of the shares is claimed under Section 4(2) of the Securities
Act of 1933, among others, on the basis that such transactions did not involve
any public offering and the purchasers were each sophisticated with access to
the kind of information registration would provide.

ITEM 8.       Exhibits.
              ---------

          4.1  Consulting Agreement dated February 6, 2003 by and between Torbay
               Holdings, Inc.  and Sally A. Craig.

          4.2  Consulting Agreement dated February 5, 2003 by and between Torbay
               Holdings, Inc. and Warren Heminger .

          5.1  Opinion of Counsel, regarding the legality of the securities
               registered hereunder.

          23.2 Consent of WEINBERG & COMPANY, P.A.

                                      II-3
ITEM 9.       Undertakings.
              -------------

         Torbay Holdings, Inc. hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (unless the information
required by paragraphs (i) and (ii) below is contained in periodic reports filed
with or furnished by Torbay Holdings, Inc. to the Securities and Exchange
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement):

                  (i)    To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events which,
          individually or together, represent a fundamental change in the
          information in the registration statement; and notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in the volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

                  (iii)  To include any additional or changed material
          information on the plan of distribution.

         (2) For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering.

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

                                      II-4
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 County of Nassau, State of New York, on February 12, 2003.

                                  TORBAY HOLDINGS, INC.,
                                  a Nevada corporation

                                  By:  /S/ William Thomas Large
                                      -----------------------------------------
                                      William Thomas Large, President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including a
majority of the board of directors, in the capacities and on the date indicated.
SIGNATURE                        TITLE                           DATE
        ---------                        -----                           ----
/s/ William Thomas Large                                          February 12, 2003
--------------------------       President, Chief Financial
William Thomas Large             Officer and Director

/s/ Alexander Gordon Lane                                         February 12, 2003
--------------------------       Director
Alexander Gordon Lane
II-5
EXHIBIT INDEX

    Exhibit No.       Description
    -----------       -----------
          4.1  Consulting Agreement dated February 6, 2003 by and between Torbay
               Holdings, Inc.  and Sally A. Craig.

          4.2  Consulting Agreement dated February 5, 2003 by and between Torbay
               Holdings, Inc. and Warren Heminger .

          5.1  Opinion of Counsel, regarding the legality of the securities
               registered hereunder.

          23.2 Consent of WEINBERG & COMPANY, P.A.

                                      II-6