-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NlvGmSIqwBo0lDFMfVOmhEJnU6nB0FV6LK0N17IBM12zUgXqzQLBU4dEQiuWtIfT DvwlwYgzX6DWYDYqsx1a6g== 0001021432-99-000202.txt : 19991129 0001021432-99-000202.hdr.sgml : 19991129 ACCESSION NUMBER: 0001021432-99-000202 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991126 GROUP MEMBERS: CASSIDY JAMES M GROUP MEMBERS: JAMES M. CASSIDY GROUP MEMBERS: TPG CAPITAL CORPORATION, PIERCE MILL ASSOCIATES, INC., SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TORBAY HOLDINGS INC CENTRAL INDEX KEY: 0001078724 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 980213494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-56163 FILM NUMBER: 99764862 BUSINESS ADDRESS: STREET 1: MAISON SOUMAREZ, RT DE COBO STREET 2: CASTEL, GUERNSEY UK CITY: GUERNSEY, UK BUSINESS PHONE: 44 1481 46 MAIL ADDRESS: STREET 1: 1504 R STREET NW CITY: WASHINGTON STATE: DC ZIP: 20009 FORMER COMPANY: FORMER CONFORMED NAME: TORBAY ACQUISITION CORP DATE OF NAME CHANGE: 19990208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASSIDY JAMES M CENTRAL INDEX KEY: 0001084458 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 577443604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1506 R ST NW CITY: WASHINGTON STATE: DC ZIP: 20009 MAIL ADDRESS: STREET 1: 1504 R ST NW CITY: WASHINGTON STATE: DC ZIP: 20009 SC 13G/A 1 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 -----END PRIVACY-ENHANCED MESSAGE-----