United States Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Torbay Acquisition Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
890885 106
(CUSIP Number)
November 12, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/ x / Rule 13d-1(c)
/ / Rule 13d-1(d)
1. Names of Reporting Persons: Pierce Mill Associates, Inc.
TPG Capital Corporation
James M. Cassidy
James M. Cassidy is the sole shareholder and director of Pierce Mill
Associates, Inc. and is the director and controlling shareholder of TPG
Capital Corporation.
2. Check the appropriate box if a member of a group:
(a) /x/
(b)
3. SEC use only
4. Citizenship or place of organization
Pierce Mill Associates, Inc. Delaware corporation
TPG Capital Corporation Delaware corporation
James M. Cassidy Natural person, citizen of
the United States
5 -8. Sole Shared Sole Shared
Voting Voting Dispositive Dispositive
Power Power Power Power
Pierce Mill
Associates, Inc. 0 0
TPG Capital Corporation 250,000 250,000 (1)
James M. Cassidy 250,000 250,000
(1) TPG Capital is a shareholder of Torbay Holdings, Inc., the successor
issuer to Torbay Acquisition Corporation. Torbay Holdings, Inc. acquired
all the outstanding shares of Torbay Acquisition Corporation.
9&11. Aggregate amount beneficially owned by each reporting
person and percent of class.
Aggregate amount
Beneficially Percent
Owned of Class
Pierce Mill Associates, Inc. 0 0% (1)
TPG Capital Corproation 0 0% (1)
James M. Cassidy 250,000 4.9%
(1) James M. Cassidy is the sole shareholder and director of
Pierce Mill Associates, Inc. and is the director and
controlling shareholder of TPG Capital Corporation
and is therefore deemed to be the beneficial owner of
the 250,000 shares of Torbay Holdings, Inc.
common stock held by it.
10. Check box if aggregate amount in #9 excludes certain
shares. Not applicable.
12. Type of reporting Person
Pierce Mill Associates, Inc. CO
TPG Capital Corporation CO
James M. Cassidy IN
Schedule 13G Part 2, page 1
Item 1(a) Name of Issuer: Torbay Acquisition Corporation
(b) Address of Issuer's Principal Executive Offices:
1504 R Street, NW
Washington DC 20009
Item 2(a) Name of Person Filing: James M. Cassidy
(b) Address of Principal Business or, if none, Residence:
1506 R Street, NW
Washington DC 20009
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 890885 106
Item 3. If statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount beneficially owned: 250,000 shares
(b) Percent of Class: 4.9%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 250,000
(ii) shares power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 250,000
(iv) shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class X
Item 6. Ownership of More than Five Percent on Behalf
of Another Person: Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on
By the Parent Not applicable
Item 8. Identification and Classification of Members
of the Group
The group consisted of James M. Cassidy, a natural person,
Pierce Mill Associates, Inc., a Delaware corporation of
which James M. Cassidy is the sole shareholder and director
and TPG Capital Corporation, a Delaware corporation of
which James M. Cassidy is the director and controlling shareholder.
Pierce Mill Associates, Inc. is no longer a member of the class
by virtue of the fact that it no longer owns any securities of
Torbay Holdings, Inc.
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
/s/ James M. Cassidy
November 22, 1999
Schedule 13G Part 2, page 3
Item 1(a) Name of Issuer: Torbay Acquisition Corporation
(b) Address of Issuer's Principal Executive Offices:
1504 R Street, NW
Washington DC 20009
Item 2(a) Name of Person Filing: Pierce Mill Associates, Inc.
(b) Address of Principal Business or, if none, Residence:
1504 R Street, NW
Washington DC 20009
(c) Citizenship: Delaware corporation
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 890885 106
Item 3. If statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount beneficially owned: 0 shares (1)
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 0
(1) James M. Cassidy is the sole shareholder and director of
Pierce Mill Associates, Inc.
Item 5. Ownership of Five Percent or Less of a Class X
Item 6. Ownership of More than Five Percent
on Behalf of Another Person: Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on
By the Parent Not applicable
Item 8. Identification and Classification of Members
of the Group
The group consisted of James M. Cassidy, a natural person,
Pierce Mill Associates, Inc., a Delaware corporation of
which James M. Cassidy is the sole shareholder and director
and TPG Capital Corporation of which James M. Cassidy is
the director and controlling shareholder. Pierce Mill
Associates, Inc. no longer owns any securities of Torbay
Holdings, Inc.
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
PIERCE MILL ASSOCIATES, INC.
By /s/ James M. Cassidy, Director
November 22, 1999
Schedule 13G Part 2, page 5
Item 1(a) Name of Issuer: Torbay Acquisition Corporation
(b) Address of Issuer's Principal Executive Offices:
1504 R Street, NW
Washington DC 20009
Item 2(a) Name of Person Filing: TPG Capital Corporation
(b) Address of Principal Business or, if none, Residence:
1504 R Street, NW
Washington DC 20009
(c) Citizenship: Delaware corporation
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 890885 106
Item 3. If statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount beneficially owned: 0 shares (1)
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 250,000
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 250,000
(iv) shared power to dispose or to direct the
disposition of 0
(1) James M. Cassidy is the director and controlling shareholder
of TPG Capital Corporation and is therefore deemed to be the
beneficial owner of the shares of common stock held by it.
Item 5. Ownership of Five Percent or Less of a Class X
Item 6. Ownership of More than Five Percent
on Behalf of Another Person: Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on
By the Parent Not applicable
Item 8. Identification and Classification of Members of
the Group
The group consisted of James M. Cassidy, a natural person,
Pierce Mill Associates, Inc., a Delaware corporation of
which James M. Cassidy is the sole shareholder and director
and TPG Capital Corporation, a Delaware corporporation of
which James M. Cassidy is the director and controlling
shareholder. Pierce Mill Associates, Inc. is no longer a
member of the group and is no longer a shareholder of
Torbay Holdings, Inc.
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
TPG CAPITAL CORPORATION
By /s/ James M. Cassidy
November 22, 1999
