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This agreement (“Agreement”) is made as of this 29^th day of June, 2007, by and between TORBAY HOLDINGS, INC., a Delaware Corporation (“Issuer” or the “Company”) and THE BLACK DIAMOND FUND, LLLP, a Minnesota Limited Liability Limited Partnership (“Buyer”).

WHEREAS, Issuer desire to sell and Buyer desires to purchase for the consideration hereinafter set forth certain shares of Preferred and Common stock of the Company (the “Shares”);

WHEREAS, simultaneous with the execution of the Agreement, Company has executed a Share Exchange Agreement with Alfred Settino and Carmine Castellano, whereby the Company is acquiring shares of Italian Communications Centers, a Swiss Corporation, whose operations the purchase price of this Agreement is intended to finance; and

WHEREAS, Issuer and Buyer desire to set forth in this Agreement all the terms, conditions and covenants upon which such purchase and sale are to be consummated;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations, warranties and covenants herein contained, Issuer and Buyer agree as follows:

Power to Convey. Issuer has full power and authority, in accordance with its Articles of Incorporation and Bylaws, each as amended to date, to sell, assign, transfer and convey the Shares and consummate the transactions contemplated herein without the consent of any other person, entity or governmental authority.

Restrictive Documents. To the best knowledge of Issuer, Issuer is not subject to any of the following which may prevent the consummation of the transactions contemplated by this Agreement: any charter, bylaw, mortgage, lien, lease, security or other agreement, instrument, law, rule, regulation, order, judgment or decree or any other restriction of any kind or character. The transfer of Shares hereunder does not contravene any agreement, contract or restriction or condition, express or implied, to which Issuer are a party which would have a material adverse effect on such transfer.

Taxes. All real and personal, city, county and state property taxes assessed on the property of the Company have been fully paid or accrued. As of the date hereof, there are no liens against the Company or any of its assets for unpaid taxes except for taxes accrued but not due, and prior to the closing Issuer will not cause or permit any lien to arise against the Company or any of its assets as a result of any taxes assessed against or payable by the Company.

Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by Issuer directly with Buyer without the intervention of any other person. Issuer have not acted in any manner so as to give rise to any valid claim against either of the parties hereto for a finder’s fee, brokerage commission or other like payment.

Material Agreements. Except as set forth on Schedule 1.8, to the best knowledge of Issuer, the Company is not a party to, and has no obligation, contingent or otherwise, relating to or affecting Company’s business under (i) any material contract not made in the ordinary course of business, (ii) any employee, distributor or dealer sales contract which is not terminable on no less than 60 days notice without liability, (iii) any contract, arrangement or understanding for the future purchase or use of any inventory, supplies or personal property of any kind or for quantities not used or usable in the ordinary course of business, (iv) any contract for the future sale of inventory or finished product which is not terminable at will without liability, or (v) any contract for the purchase of any capital items, whether real or personal property.

Litigation. Except as set forth in Schedule 1.9, Company is not engaged in or a party to or, to the best knowledge of Issuer, threatened with any legal action, hearing or other proceeding before any court, administrative agency or arbitrator in respect of the Company’s business which would or will eventually impose any material lien or other encumbrance against all or any part of its assets; nor, to the best knowledge of Issuer, has Company been charged with or accused of, nor is Company under investigation with respect to, any material violation of any provision of federal, local, state, or other applicable law or administrative regulation with respect to its business which would have a material adverse effect on such business.

Compliance with Law. To the best knowledge of Issuer, and except as set forth on Schedule 1.10, the Company’s business has been conducted, and is now being conducted, in compliance with all applicable material domestic and foreign laws, rules, regulations and court or administrative orders and processes (including, without limitation, any that relate to health and safety, environmental protection and pollution control, sale and distribution of products and services, anti-competitive practices, collective bargaining, equal opportunity and improper payments). To the best knowledge of Issuer, the Company possesses all domestic and foreign governmental licenses, permits, authorizations and approvals necessary, in all material respects, to carry on, as presently conducted, the operations of the Company’s business.

Real Property. The Company has good, unencumbered and marketable title in fee simple to, or is a lessee under a valid and binding lease of Company’s real property and the improvements thereon; to the best knowledge of Issuer, the foregoing are subject only to liens, encumbrances, easements, rights-of-way, restrictions, exceptions, reservations, limitations, burdens and other imperfections which are of record or in respect of which Buyer has been informed or is otherwise aware.

Personal Property. The Company owns, or will on the Closing Date own, the full right, title and interest, in and to all personal property, tangible or intangible, recorded on its books and located on the premises on which Company conducts its business and which are used in and are necessary to the conduct of such business or Company is the lessee under valid, binding leases of all such personal property, and none of such personal property is subject to contracts of sale or lease to third parties, or to encumbrances, liens, claims or charges of any kind or character except as set forth on Schedule 1.12.

Notice. To the best knowledge of Issuer, with respect to any owned or leased real property of the Company, Company has received no notice of any violation of any applicable zoning ordinance, building code, use or occupancy restriction, or violation of any thereof, or any condemnation action or proceeding with respect thereto; and with respect to leased real property or personal property of the Company, to the best knowledge of Issuer, there exists no default by the Company, or, by any third party, that materially and adversely affects any such lease and all buildings, machinery and equipment are in such condition and repair as are consistent with and adequate for the uses in which they are presently employed.

Financial Statements. The Company has provided to the Buyer the Financial Statements attached as Schedule 1.14 to this Agreement (the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial position of Company as of the respective dates.

Schedules. The schedules to this Agreement shall be construed with and shall be an integral part of this Agreement. Those schedules which have not been delivered to Buyer prior to or at the time of the execution of this Agreement shall be so delivered not later than the Closing Date. No warranty, representation or covenant to which a schedule pertains shall be construed or shall be effective until the delivery of such schedule.

Survival of Representations. All representations, warranties, covenants and obligations in this Agreement and any certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely, subject to applicable statutes of limitation, unless Buyer had knowledge of any misrepresentations or breach of warranty, covenant or obligation at the time of the Closing.

Representation and Warranties of Buyer. Buyer represents, warrants and agrees for the benefit of Issuer as follows:

Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by Buyer directly with Issuer and without the intervention of any other person. Buyer has not acted in any manner as to give rise to any valid claims against either of the parties hereto for a finder’s fee, brokerage commission or any other like payment.

Investment Representations. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended, and are being sold in reliance upon the exemption afforded by Section 4(2) thereof for transactions by an issuer not involving any public offering. Buyer represents that (i) the Shares are being acquired for investment and without any present view toward distribution thereof to any other persons, (ii) Buyer will not sell or otherwise dispose of such Shares except in compliance with the registration requirements or exemptions provisions under the Securities Act of 1933, as amended, and the rules and regulations thereunder and (iii) Buyer is knowledgeable and experienced in financial business matters including businesses similar to Company’s. Buyer has no current intention of selling, transferring or otherwise disposing of the Shares to any other person or entity.

Purchase of Shares.

Purchase and Sale of Shares. Issuer shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject to the terms and conditions hereinafter set forth, 15,000,000 super-voting preferred shares (the “Preferred Stock”), with each share of Preferred Stock holding thirty times the voting rights of a single share of common stock, such that if a share of common stock has one vote, a share of Preferred Stock has 30 votes. Additionally, Issuer shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject to the terms and conditions hereinafter set forth, 35,000,000 shares of Company common Stock (the “Common Stock”, and collectively with the Preferred Stock, “the Shares”).

Purchase Price. As consideration for the sale of the Shares by Issuer to Buyer and the performance by Issuer of all of the terms and conditions of this Agreement, Buyer shall pay to Issuer the total sum of up to One Million Seven-Hundred Seventy-Eight Thousand Dollars ($1,778,000) payable in cash or by cashier’s or certified check or by wire transfer as set forth in Section 3.3 below.

Tranches. The Purchase Price shall be paid in three tranches. The first two tranches of $143,000.00 and $25,000, respectively, have already been transmitted. The third tranche of $1,600,000 is to be remitted by Buyer to Company on or before July 15, 2007.

Put Option.

At Buyer’s election, the Company must repurchase Buyer’s shares at the following amount on the following dates:

On the first day of the month of each of August, September, and October of 2008, Buyer can elect to have the company repurchase up to $30,000 worth of stock per month, with the value calculation based on the then market price of the same number of common shares as holds the equivalent voting power as the shares of preferred stock being repurchased, but in no case at a price less than $0.01 per share.

On the first day of the month of each of November and December of 2008, and January of 2009, Buyer can elect to have the company repurchase up to $50,000 worth of stock per month, with the value calculation based on the then market price of the same number of common shares as holds the equivalent voting power as the shares of preferred stock being repurchased, but in no case at a price less than $0.01 per share.

On the first day of the month of each of February, March, and April of 2009, Buyer can elect to have the company repurchase up to $75,000 worth of stock per month, with the value calculation based on the then market price of the same number of common shares as holds the equivalent voting power as the shares of preferred stock being repurchased, but in no case at a price less than $0.01 per share.

On the first day of the month of each of May, June, and July of 2009, Buyer can elect to have the company repurchase up to $100,000 worth of stock per month, with the value calculation based on the then market price of the same number of common shares as holds the equivalent voting power as the shares of preferred stock being repurchased, but in no case at a price less than $0.01 per share.

On the first day of the month of each of August, September and October of 2009, Buyer can elect to have the company repurchase up to $150,000 worth of stock, with the value calculation based on the then market price of the same number of common shares as holds the equivalent voting power as the shares of preferred stock being repurchased, but in no case at a price less than $0.01 per share.

On the first day of the month of each of November of 2009 and each month thereafter until December of 2011 or until Buyer holds no more preferred shares, whichever is sooner, Buyer can elect to have the company repurchase up to $200,000 worth of stock, with the value calculation based on the then market price of the same number of common shares as holds the equivalent voting power as the shares of preferred stock being repurchased, but in no case at a price less than $0.01 per share.

Damages. If the Company fails to remit any amount of money requested by the Buyer in accordance with Section 3.4.1 within 15 days of the request, the buyer shall be entitled to additional common shares for each day the payment is late. The number of common shares for each late day shall be valued at 1/10^th of the total amount in arrears per day, with the value calculation based on the then market price, but in no case at a price less than $0.01 per share.

Payment Acceleration. At the election of the Company, upon approval by the Buyer, the Company may accelerate the dates of repurchase set forth above without penalty.

Closing Date, Subject to the provisions of Sections 5 and 6, the Closing Date shall be June 29, 2007, at the offices the Buyer, said date herein referred to as the “Closing Date.”

Miscellaneous.

Definition of Phrases. As used in this Agreement, phrases such as “to the knowledge of,” “to the best knowledge of,” “to the best of the knowledge of,” “insofar as ... is aware” and so forth refer to the knowledge of Issuer and Buyer.

Expenses. Each party to this Agreement shall pay its own costs and expenses (including all legal, accounting, broker, finder and investment banker fees) relating to this Agreement, the negotiations leading up to this Agreement and the transactions contemplated by this Agreement.

Amendment. This Agreement shall not be amended or modified except by a writing duly executed by Issuer and Buyer.

Entire Agreement. This Agreement, including the Schedules and the other instruments, agreements and documents delivered pursuant to this Agreement, contain all of the terms, conditions and representations and warranties agreed upon by the parties relating to the subject matter of this Agreement and supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.

Schedules. The Schedules to this Agreement shall be construed with and as an integral part of this Agreement.

Headings. The headings contained in this Agreement are intended solely for the convenience and shall not affect the rights of the parties to this Agreement.

Notices. All notices, requests, demands and other communications made in connection with this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery, if delivered to the persons identified below, or three days after mailing if mailed by certified or registered mail, postage prepaid, return receipt requested, or via electronic mail (e-mail) addressed as follows:

If to Issuer: If to Buyer:

Torbay Holding Company, Inc. The Black Diamond Fund, LLLP

Attn: Rich Lauer Attn: Brandon Goulding

4900 E. Chapman Ave., Unit 28 155 Revere Dr., Suite 10

Orange, CA 92869 Northbrook, IL 60062

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this paragraph.

Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the full extent possible.

Waiver. Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement.

Binding Effect - Assignment. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement, which it may withhold in its absolute discretion.

No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity which is not a party or an assignee of a party to this Agreement.

Counterparts. This Agreement may be signed in any number of counterpart with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

Public Announcement. Any public announcement of this Agreement or the transactions contemplated herein shall only be by joint announcement approved by Shareholder and Buyer and released at a mutually agreed upon date.

Governing Laws. This Agreement and any disputes thereto will be governed by and construed under the laws of the State of Illinois without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would require the application of any other law. All parties hereby affirmatively submit to, and agree not to challenge, personal jurisdiction in any court sitting in Cook County, Illinois.

Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Cooperation. Buyer and Issuer will cooperate with each other and cause its employees to cooperate with the other, including the giving of testimony, in connection with any litigation or similar matter arising out of the operation of the Company’s business or this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto the day and year first above written.

Buyer: Issuer:

_/s/ Brandon Goulding_______________ _/s/ Richard K. Lauer______________

Brandon Goulding, Investment Advisor Rich Lauer, President

The Black Diamond Fund, LLLP Torbay Holdings, Inc.

This First Amendment (“Amendment”) is made as of this 23^th day of July, 2007, by and between TORBAY HOLDINGS, INC., a Delaware Corporation (“Issuer” or the “Company”) and THE BLACK DIAMOND FUND, LLLP, a Minnesota Limited Liability Limited Partnership (“Buyer”).

WHEREAS, Issuer and Buyer entered into a Share Purchase Agreement (“Agreement”) dated June 29, 2007 in which Issuer sold preferred stock and common stock to Buyer; and

WHEREAS, Issuer and Buyer seek to clarify certain representations and terms of that Agreement following the signing of the Agreement;

1) Paragraphs 1 through 1.16 are hereby amended and replaced in their entirety with:

1.15. Schedules. The schedules to this Agreement shall be construed with and shall be an integral part of this Agreement. Those schedules which have not been delivered to Buyer prior to or at the time of the execution of this Agreement shall be so delivered not later than the Closing Date. No warranty, representation or covenant to which a schedule pertains shall be construed or shall be effective until the delivery of such schedule.

2) Paragraph 3 through 3.4.3 are hereby amended and replaced in their entirety with:

3.1.1 Issuer shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject to the terms and conditions hereinafter set forth, 7,500,000 super-voting preferred shares (the “Series B Preferred Stock”), with each share of Series B Preferred Stock holding sixty times the voting rights of a single share of common stock, such that if a share of common stock has one vote, a share of Series B Preferred Stock has 60 votes. Such transfer and conveyance is contingent upon the Delaware Secretary of State’s approval of the Certificate of Designation of 10,000,000 shares of the Company’s preferred stock as Series B preferred stock with the preferences noted above.

3.1.2 Issuer shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject to the terms and conditions hereinafter set forth, 35,000,000 shares of Company common Stock (the “Common Stock”).

3.2 Purchase Price. As consideration for the sale of the Shares by Issuer to Buyer and the performance by Issuer of all of the terms and conditions of this Agreement, Buyer shall pay to Issuer the total sum of up to One Million Seven Hundred Seventy Eight Thousand Dollars ($1,778,000) payable in cash or by cashier’s or certified check or by wire transfer.. Of this total, $540,400 is for the purchase of the preferred shares in paragraph 3.1.1. above and $1,237,600 is for the purchase of the common shares in paragraph 3.1.2 above.

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this paragraph.

This Amendment is effective as of the date of the original signing of the Agreement: on June 29, 2007.

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto the day and year first above written.

CUSIP No. 890888 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Black Diamond Fund, LLLP 20-8805692

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Minnesota

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 35,000,000

			8.	Shared Voting Power NONE

			9.	Sole Dispositive Power 35,000,000

			10.	Shared Dispositive Power NONE

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 890888 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Philly Financial, LLC 20-8853083

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Minnesota

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 35,000,000

			8.	Shared Voting Power NONE

			9.	Sole Dispositive Power 35,000,000

			10.	Shared Dispositive Power NONE

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) IA
CUSIP No. 890888 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Wealth Strategy Partners LLP 06-1363864

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Florida

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 35,000,000

			8.	Shared Voting Power NONE

			9.	Sole Dispositive Power 35,000,000

			10.	Shared Dispositive Power NONE

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) PN
CUSIP No. 890888 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Melanie S. Altholtz Irreovcable Trust 20-7512202

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Florida

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 35,000,000

			8.	Shared Voting Power NONE

			9.	Sole Dispositive Power 35,000,000

			10.	Shared Dispositive Power NONE

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 890888 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Adam Altholtz

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Florida

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 35,000,000

			8.	Shared Voting Power NONE

			9.	Sole Dispositive Power 35,000,000

			10.	Shared Dispositive Power NONE

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 890888 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brandon Goulding

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Florida

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 35,000,000

			8.	Shared Voting Power NONE

			9.	Sole Dispositive Power 35,000,000

			10.	Shared Dispositive Power NONE

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) PN

Item 1.	Security and Issuer
This Statement on Schedule 13D (the “Statement”) relates to the common stock, $0.0001 par value (the “Common Stock”), of Torbay Holdings, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 2967 Michelson Dr, Ste G 444, Irvine, CA 92612

Item 2.	Identity and Background
This Statement is being filed by Philly Financial, LLC, a Minnesota company, which serves as investment advisor to The Black Diamond Fund, LLLP, a Minnesota limited liability limited partnership. The principal business offices of Philly Financial are located at 155 Revere Dr., Suite 10, Northbrook, IL 60062. The principal business offices of The Black Diamond Fund, LLLP are located at 1800 Second St, Suite 758, Sarasota, FL 34236. The principal business offices of Wealth Strategy Partners LLP are located at 1800 Second St, Suite 758, Sarasota, FL 34236. Philly Financial is a company whose principal business focus is on investment-related activities, including making direct investments in public companies, with a focus on the Micro-Cap markets, as well as serving as an investment advisor to other funds looking to make investments in Micro-Cap markets. The Black Diamond Fund is an investment fund organized under the laws of Minnesota which focuses its investments primarily on publicly-traded companies in the Micro-Cap arena. Wealth Strategy Partners is organized under the laws of Florida and focuses on assisting its clients in maximizing their wealth through financial planning.
As of the date of this Statement, The Black Diamond Fund is the record owner of the Company Common Stock covered under this Statement and thus, has the direct power to vote and direct the disposition of the Shares. As the investment advisor of The Black Diamond Fund, Philly Financial has the indirect power to vote and dispose of the Shares. As the general partner of The Black Diamond Fund, Wealth Strategy Partners has the indirect power to vote and dispose of the Shares. As the general partner of Wealth Strategy Partners, the Melanie S. Altholtz Irrevocable Trust has the indirect power to vote and dispose of the Shares. The Reporting Persons have entered into a Joint Filing Agreement, dated August 27, 2007, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
The sole member and manager of Philly Financial is Brandon S. Goulding. Mr. Goulding’s business address is 155 Revere Dr., Suite 10, Northbrook, IL 60062. Philly Financial is Mr. Goulding’s primary business. The Trustee of the Melanie Altholtz Family Trust is Adam Altholtz. Mr. Altholtz’s business address is 1800 Second St, Suite 758, Sarasota, FL 34236. Each of the above-listed people is a United States citizen. During the last five years, none of the above listed people has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Philly Financial, LLC and Brandon Goulding, its Manager, beneficially own the reported securities indirectly, but disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Item 3.	Source and Amount of Funds or Other Consideration
The Black Diamond Fund raised money through an offering of partnership interests. The proceeds of those partnership interests are for investing in companies primarily in the Micro-Cap markets. Black Diamond entered into an agreement with Torbay on June 29, 2007, whereby Black Diamond would purchase 7,500,000 shares of a new series of Torbay preferred stock to be designated as Series B preferred stock and 35,000,000 shares of Torbay common stock for an aggregate price of $1,778,000. No funds of Philly Financial or Wealth Strategy Partners were used to purchase the shares of Common Stock.

Item 4.	Purpose of Transaction
On June 29, 2007, the then-current management of Torbay resigned and a new management team was appointed. This new management team desired to pursue an acquisition strategy, whereby they would seek to acquire undervalued businesses with a history of operating revenues in markets that provide room for growth. In order to accomplish this strategy, Torbay needed what it estimated to be approximately $1,778,000 in funding. The Black Diamond fund agreed to invest $1,778,000 in Torbay in exchange for 7,500,000 shares of a new series of Torbay preferred stock to be designated as Series B preferred stock and 35,000,000 shares of Torbay common stock. The Series B preferred stock, which was not yet established at the time of the agreement, but which has since been established, carries 60 votes per share, is not convertible into Common Stock. The agreement, which is attached hereto as Exhibit 99.2, further provides Black Diamond with a series of put options on the shares of Preferred Stock in accordance with Section 3.4 of that agreement (see Exhibit 99.2). Upon receipt of the preferred shares, Black Diamond will have a majority of votes in Torbay. Black Diamond intends to exercise the put options set forth in the agreement, whereby on a monthly basis, from August 2008 until December 2011, the company will be required to repurchase from Black Diamond some or all of its preferred shares. The reporting persons have no current plans or proposals that would result in any of the following: (a) (reserved) (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer’s business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above.

Item 5.	Interest in Securities of the Issuer

Prior to August 17, 2007, none of the reporting persons beneficially owned any shares of the Company’s stock. The reporting persons beneficially own 35,000,000 shares of the Company Common Stock, representing 18.4% of shares of the Company Common Stock reported to be outstanding as of August 20, 2007. There were 190,277,900 shares of the Company Common Stock outstanding as of August 20, 2007, based on information provided in the Company’s Quarterly Report on Form 10-QSB filed August 20, 2007.
The reporting persons beneficially own 7,500,000 shares of the Company Series B Preferred Stock, representing 100% of shares of the Company Common Stock reported to be outstanding as of August 20, 2007. There were 7,500,000 shares of the Company Series B Preferred Stock outstanding as of August 20, 2007, based on information provided in the Company’s Quarterly Report on Form 10-QSB filed August 20, 2007. None of the reporting persons have ever sold any shares of the Company’s stock. The Black Diamond Fund has the sole and direct power to vote and direct the disposition of the 35,000,000 Common Shares and 7,500,000 Series B Preferred shares. The remaining reporting persons have indirect power to vote said shares. No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. Philly Financial, LLC and Brandon Goulding, its Manager, beneficially own the reported securities indirectly, but disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
With the exception of the agreement incorporated herein by reference and set forth as exhibit 99.2 hereto, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to Be Filed as Exhibits

Exhibit No.		Description of Exhibit
99.1		Joint Filing Agreement by and between The Black Diamond Fund, Philly Financial, Wealth Strategy Partners, and the Altholtz Family Limited Partnership dated as of August 27, 2007.
99.2		Share Purchase Agreement by and between The Black Diamond Fund and Torbay Holdings, Inc. dated as of August 27, 2007.

	August 27, 2007
	Date

	/s/ Brandon S. Goulding
	Signature
	Brandon S. Goulding, Manager
	Name/Title

	August 27, 2007
	Date

	/s/ Adam Altholtz
	Signature
	Adam Altholtz, Trustee of General Partner of General Partner
	Name/Title

Date: August 27, 2007	THE BLACK DIAMOND FUND, LLLP

	By:	/s/Adam Altholtz

	Name:	Adam Altholtz

	Title:	Trustee of the General Partner of the General Partner
Date: August 27, 2007	WEALTH STRATEGY PARTNERS, LLP

	By:	/s/Adam Altholtz

	Name:	Adam Altholtz

	Title:	Trustee of General Partner
Date: August 27, 2007	MELANIE S. ALTHOLTZ IRREVOCABLE TRUST

	By:	/s/Adam Altholtz

	Name:	Adam Altholtz

	Title:	Trustee



Date: August 27, 2007	PHILLY FINANCIAL, LLC

	By:	/s/ Brandon Goulding

	Name:	Brandon Goulding

	Title:	Manager
Date: August 27, 2007	ADAM ALTHOLTZ

	By:	/s/Adam Altholtz





Date: August 27, 2007	BRANDON GOULDING

	By:	/s/ Brandon Goulding