<PAGE>

      As filed with the Securities and Exchange Commission on September 9, 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)

                    Delaware                             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
   --------------------------------------------------------------------------
                            (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:
                               Michael S. Krome, Esq.
                                8 Teak Court
                         Lake Grove, New York  11755
                              (631) 737-8382 (Fax)


                         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            5,000,000 Shares          $.01               $50,000                   $4.045
=============================================================================================================================
</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 September 4, 2003.

<PAGE>

                                EXPLANATORY NOTE

         This registration statement covers 5,000,000 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 the consultants named in the attached consulting
agreement  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
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, 2002, filed with the Securities and Exchange Commission,
     or  the  Commission;

          (b)  Our  quarterly  report  on  Form  10-QSB  for  the  quarter ended
     June 30,  2003,  filed  with  the  Commission;


         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.
              ------------------------------------------

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware  General  Corporation  Law (the "DGCL"),  which  provides that a
corporation may indemnify any person,  including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or is or  was  serving  at  the  request  of  such
corporation as an officer,  director,  employee, or agent of another corporation
or enterprise.  The indemnity may include expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such officer,  director,  employee, or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's best interests and, with respect to criminal  proceedings,  had no
reasonable  cause to believe that his conduct was  unlawful.  Section 145 of the
DGCL provides  further that a Delaware  corporation  may indemnify  officers and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above or any claim therein,  the  corporation
must  indemnify him against the expenses that such officer or director  actually
and  reasonably  incurred.  The  certificate  of  incorporation  of the  Company
provides for  indemnification  of its officers and  directors to the full extent
permitted by the DGCL.

         The  certificate of  incorporation  also provides that directors of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for unlawful  payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.



                                      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 May 26, 2003 with Torbay
               Holdings, Inc.

          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 September 3, 2003.

                                  TORBAY HOLDINGS, INC.,

                                  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                                          September 3, 2003
--------------------------       President, Chief Financial
William Thomas Large             Officer and Director



/s/ Alexander Gordon Lane                                         September 3, 2003
--------------------------       Director
Alexander Gordon Lane



</TABLE>



                                      II-5

<PAGE>

                                  EXHIBIT INDEX

    Exhibit No.       Description
    -----------       -----------


          4.1  Consulting Agreement dated May 26, 2003 with Torbay
               Holdings, Inc.

          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": 15488}]
{"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": "333-108589", "film-number": "03885078"}, "business-address": {"street1": "4 MULFORD PLACE", "street2": "SUITE 2G", "city": "HEMPSTEAD", "state": "NY", "zip": "11550", "phone": "5162922023"}, "mail-address": {"street1": "4 MULFORD PLACE", "street2": "ST 2G", "city": "HEMPSTEAD", "state": "NY", "zip": "11550"}, "former-company": {"former-conformed-name": "TORBAY ACQUISITION CORP", "date-changed": "19990208"}}
As filed with the Securities and Exchange Commission on September 9, 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)

                    Delaware                             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
   --------------------------------------------------------------------------
                            (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:
                               Michael S. Krome, Esq.
                                8 Teak Court
                         Lake Grove, New York  11755
                              (631) 737-8382 (Fax)

                         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            5,000,000 Shares          $.01               $50,000                   $4.045
=============================================================================================================================
(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 September 4, 2003.
EXPLANATORY NOTE

         This registration statement covers 5,000,000 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 the consultants named in the attached consulting
agreement  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
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, 2002, filed with the Securities and Exchange Commission,
     or  the  Commission;

          (b)  Our  quarterly  report  on  Form  10-QSB  for  the  quarter ended
     June 30,  2003,  filed  with  the  Commission;

         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.
              ------------------------------------------

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware  General  Corporation  Law (the "DGCL"),  which  provides that a
corporation may indemnify any person,  including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or is or  was  serving  at  the  request  of  such
corporation as an officer,  director,  employee, or agent of another corporation
or enterprise.  The indemnity may include expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such officer,  director,  employee, or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's best interests and, with respect to criminal  proceedings,  had no
reasonable  cause to believe that his conduct was  unlawful.  Section 145 of the
DGCL provides  further that a Delaware  corporation  may indemnify  officers and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above or any claim therein,  the  corporation
must  indemnify him against the expenses that such officer or director  actually
and  reasonably  incurred.  The  certificate  of  incorporation  of the  Company
provides for  indemnification  of its officers and  directors to the full extent
permitted by the DGCL.

         The  certificate of  incorporation  also provides that directors of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for unlawful  payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

                                      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 May 26, 2003 with Torbay
               Holdings, Inc.

          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 September 3, 2003.

                                  TORBAY HOLDINGS, INC.,

                                  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                                          September 3, 2003
--------------------------       President, Chief Financial
William Thomas Large             Officer and Director

/s/ Alexander Gordon Lane                                         September 3, 2003
--------------------------       Director
Alexander Gordon Lane
II-5
EXHIBIT INDEX

    Exhibit No.       Description
    -----------       -----------

          4.1  Consulting Agreement dated May 26, 2003 with Torbay
               Holdings, Inc.

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

          23.2 Consent of WEINBERG & COMPANY, P.A.

                                      II-6