SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
(Mark  One)
[  X  ]   Annual  report  pursuant  to  section  13 or 15(d) of the Securities
          Exchange  Act  of  1934
          For  the  fiscal  year  ended  December  31,  2001

[   ]     Transition report under section 13 or 15(d) of the Securities Exchange
          Act  of  1934
     For  the  transition  period  from  ___________________  to  ______________

                       Commission File Number 033-37099-S

                              T-BAY HOLDINGS, INC.
                  (Name of small business issuer in its charter)

                            NEVADA                 91-1465664
         (State or other jurisdiction of        (I.R.S. Employer I.D. No.)
          incorporation or organization)

                      222 EAST STATE STREET EAGLE, ID 83616
              (Address and Zip Code of principal executive offices)

Issuer's  telephone  number,  including  area  code:  (208)  342-8888

Securities  registered  pursuant  to  Section  12(b)  of  the Exchange Act: None

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                      $.001 par value, common voting shares
                                (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject  to  such filing requirements for the past 90 days.  Yes [  ]   No [ X ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is contained in this form, and no disclosure will be contained,
to  the  best  of the registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in  Part III of this form 10-KSB or any
amendment  to  this  Form  10-KSB.  [   ]

The  issuer's  revenue  for  its  most  recent  fiscal  year  was:  $-0-

The  aggregate market value of the issuer's voting stock held as of December 31,
2001,  by  non-affiliates  of  the  issuers was -0-. There was no active trading
market  and no quote for T-Bay Holdings, Inc. during fiscal year 2001, therefore
the  value  is  deemed  to  be  $-0-.

As of December 31, 2001, issuer had 147,971 shares of its $.001 par value common
stock  outstanding.

Transitional  Small  Business  Format:  Yes  [    ]   No  [  X  ]
Documents  incorporated  by  reference:  none


<PAGE>

                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS.

FORWARD-LOOKING  STATEMENT  NOTICE

When  used  in  this  report,  the  words "may," "will," "expect," "anticipate,"
"continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended  to  identify  forward-looking statements within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of  1934  regarding events, conditions, and financial trends that may affect the
Company's  future plans of operations, business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are  not  guarantees  of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such factors are discussed under the "Item 2.  Management's Discussion
and  Analysis  of  Financial  Condition or Plan of Operations," and also include
general  economic  factors and conditions that may directly or indirectly impact
the  Company's  financial  condition  or  results  of  operations.

GENERAL

T-Bay  Holdings, Inc. ("T-Bay" or the "Company") was incorporated under the laws
of  the  State  of Utah on August 8, 1984 with the name of  "Sharus Corporation"
with authorized common stock of 50,000,000 shares with a par value of $0.001. On
June  13, 1989 the domicile of the Company was changed to the state of Nevada in
connection  with  a name change to  "Golden Quest, Inc."  Subsequent to the date
of this report, on January 7, 2002, there was a change in control of the Company
and  the  name  was changed to "T-Bay Holdings, Inc."  This report refers to the
Company  by  its  current  name.

The  principal  business  activity  of  T-Bay  has  been  locating  and  selling
archeological  artifacts,  precious  metals,  and other valuables recovered from
shipwrecks.  During  1992  the  Company  abandoned  its  operations  and  became
inactive.  The  Company is considered to be in the development stage after 1992.
T-Bay's  current  business  plan  is  to  direct  its energies toward developing
television  and  film  projects  to  complement its treasure recovery and resale
activities.

OUR  BUSINESS

Television programming and broadcasting is one of the most dynamic businesses in
the  world.  What began as a business dominated by three commercial networks has
grown  to  become  an industry with 500 cable and satellite television channels.
During  the  past  decade,  the emphasis in the cable and satellite industry has
been  on  the  creation,  integration and standardization of hardware to deliver
entertainment  to  homes.  In  the  coming  years,  as  delivery  systems  are
standardized  and  more  channels are added, the industry's emphasis will likely
shift  to finding sufficient programming to broadcast.  After all, it doesn't do
any  good  to have 500 channels of television without having programming to fill
broadcast  hours.

With  each channel competing for a small but loyal segment of the total audience
instead  of  attempting  to  dominate  a  mass market, niche programming will be
critical  for  success.  A  consistent  source  of  innovative,  high-quality
programming will be necessary for channels to distinguish themselves from dozens
or  hundred  of  competitors.  Given  the  high  production  costs of mainstream
commercial features and the escalating salaries of star-quality performers, such
programming  will  also  have  to  be  cost-efficient  to  be  competitive.


                                        2
<PAGE>

OUR  COMPANY

T-Bay's  strategic  plan  focuses  on  developing  high-quality,  cost-effective
programming  for  cable  and  satellite television broadcasts.  T-Bay intends to
produce commercial and documentary products for distribution in partnership with
broadcast  industry  leaders.  In  addition,  T-Bay plans to actively pursue the
acquisition  of  existing  film  and  video  libraries  for broadcast licensing.
Finally,  T-Bay  hopes  to  enter  the market as an independent studio with full
in-house  film  and  television  production capabilities.  The ability to create
programming  on-site  will help T-Bay control costs while providing high quality
programming  for  cable  and  satellite  distribution.

In  conjunction  with  developing broadcast programming, T-Bay hopes to continue
limited  operations  in the area of shipwreck artifact recovery.  T-Bay believes
that  such  artifacts have an intrinsic artistic and cultural value due to their
rarity  and  historical  provenance.  T-Bay  plans to capitalize on the public's
fascination  with antiques and collectibles in two ways: by locating and selling
unique artifacts, and by producing documentary films detailing the discovery and
reclamation  process.  To accomplish these goals, T-Bay is focusing its strategy
on  developing two divisions: Treasure Bay Media and Entertainment, and Treasure
Bay  Discovery.

-     TREASURE  BAY  MEDIA  AND  ENTERTAINMENT

It  is  anticipated  that the Media and Entertainment Division will document the
exploration  and  recovery  of  artifacts for future network or cable television
broadcasts.  The  Company  may  also produce documentaries about the exploration
and discovery operations of other treasure seekers.  The Media and Entertainment
Division  would  also  be  responsible for producing any television or web-based
broadcasts  relating  to  auctions  of  significant  collections.

T-Bay  believes that in many ways, finding actual "treasure" is secondary to the
story  of  search  and  discovery.  T-Bay  hopes  to provide unique and exciting
programming  for  by  focusing  on the stories behind the treasure.  Anticipated
projects  include developing a television pilot episode for a possible adventure
series  and  producing  a documentary on modern day treasure hunting.  The Media
and Entertainment Division is also considering developing children's programming
relating  to  exploration  and  discovery.

-     TREASURE  BAY  DISCOVERY

One  component  of T-Bay's strategy is to identify promising shipwreck sites and
recover  collectible  artifacts for resale.  Should a promising site be located,
T-Bay  may  organize  operations to recover historically significant or valuable
objects  and  document  the  recovery  process.  The Company is also considering
using  advanced  mapping and imaging technology to explore previously discovered
shipwreck  sites  in  the  hope  of  recovering  items  that  remain unsalvaged.

T-Bay  may  also  negotiate to acquire the licensing rights to items salvaged by
other explorers and collectors. Because there are a finite number of recoverable
shipwreck  sites,  T-Bay hopes to identify individual collectors who require the
services  of a larger entity to compile and sell previously recovered artifacts.
It  is  anticipated  that  T-Bay  would  receive commission fees in exchange for
accumulating  and  reselling  these  previously  discovered  items.

GENERATING  REVENUE

T-Bay  intends  to  generate  revenue  by producing television and film projects
relating  to  adventure and discovery for commercial viewing.  Additionally, the


                                        3
<PAGE>

Company  plans  on auctioning recovered collectibles and selling limited edition
replicas  of  important  archeological  finds to wholesale and retail customers.
The  Company  hopes  to  supplement  direct  sales  by acting as intermediary in
representing  individual  collectors  at  auction.

MARKETING  AND  ADVERTISING

T-Bay  intends  to  use  contacts  within the television industry to develop and
promote  its  products  through  established  broadcast  industry  distribution
methods.  The  Company  is  also  exploring  the  development  of an interactive
website  allowing  web-based  sales  of  artifacts and authorized replicas.  Any
website  T-Bay develops could also be used to document recovery projects, market
discoveries,  and  promote  its  media  and  entertainment  products.

COMPETITION

The  television  market  is  very  competitive, however, there is demand for new
programming.  T-Bay  intends  to offer programming that satisfies this demand by
focusing  on  underdeveloped  markets  and  products.

Competition  for  licensing  and  salvage  rights to artifacts and archeological
finds  is  likely to come from individual treasure seekers, antiques brokers and
collectibles  dealers.  The Company hopes to minimize the effects of competition
for  actual  treasure  by  focusing  on  its media and entertainment operations.

GOVERNMENTAL  REGULATION

The television and broadcast industry must comply with intellectual property and
copyright  laws  as  well  as  general  labor,  health  and  safety regulations.
Shipwreck  salvage and recovery is more closely regulated.  Should a recoverable
shipwreck  site  be located within any country's territorial waters, T-Bay would
have to comply with the maritime regulations of that country.  The Company would
also  be  subject to any international maritime laws governing ocean salvage and
recovery  operations.

EMPLOYEES

The  Company  does not currently have any employees, nor are there plans to hire
any employees in the immediate future.  Should operations expand to a sufficient
degree,  T-Bay  will consider hiring part-time or full-time employees as needed.

ITEM  2.  DESCRIPTION  OF  PROPERTY

T-Bay does not currently own or have interest in any real property.  In March of
2002,  subsequent  to  the date of this report, the Company assumed the lease on
the office space at its current address. The lease expires on February 28, 2005.

ITEM  3.  LEGAL  PROCEEDINGS.

Subsequent to the date of this report, Larry Eastland and Robert Klosterman were
among several defendants named in a lawsuit filed on or about July 17 of 2001 by
Asconi Corporation in the Circuit Court of the Ninth Judicial Circuit in and for
Orange  County,  Florida.  The  amended  complaint  generally  alleges breach of
fiduciary duty relating to the value of certain assets prior to the execution of
an  Exchange Agreement between Grand Slam Treasures Inc. and Asconi Corporation.
The  complaint  also  alleges  civil  conspiracy  relating to compensation under
various  consulting  agreements.  Mr.  Eastland  and  Mr.  Klosterman are former
directors  of  Grand  Slam  Treasures, Inc., the predecessor of plaintiff Asconi
Corporation. Mr. Klosterman and Mr. Eastland have denied the allegations and are
currently  negotiating  a  settlement.


                                        4
<PAGE>

Subsequent  to the date of this report, in June of 2002, the Company's Chairman,
Larry  Eastland,  without  admitting  or denying any allegations, entered into a
Consent Decree with the Securities and Exchange Commission.  The case originated
in  the  Middle  District of Florida.  The principal parties were the Securities
and  Exchange  Commission  and  Tel-One,  Inc.  The  case  number  is
8:02-CV-120-T-30TGW.
The Consent Decree released Mr. Eastland as a relief defendant in a case arising
from  an SEC investigation of Tel-One, Inc.  Mr. Eastland agreed to disgorge any
proceeds  or  stock  he  received  from  Tel-One,  Inc.

To the best of the Company's knowledge, no other proceedings by or against T-Bay
or  its  officers  are  pending.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS.

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  the  fiscal  year  covered  by  this  report.



                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

There  was no active trading market and no quote for T-Bay Holdings, Inc. during
fiscal  year  2000.

The  Company  has  not paid, nor declared, any dividends since its inception and
does  not  intend  to declare any such dividends in the foreseeable future.  The
Company's  ability  to pay dividends is subject to limitations imposed by Nevada
law.  Under Section 78.288 of the Nevada Revised Statutes, dividends may be paid
to  the  extent  that  the corporation's assets exceed its liabilities and it is
able  to  pay  its  debts as they become due in the usual course of business and
does  not  affect  preferential  shareholders  rights  upon  dissolution.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

Result  of  Operations  for the periods ended December 31, 2001 and December 31,
--------------------------------------------------------------------------------
2000
----

The  Company generated no revenue during the periods ended December 31, 2001 and
December  31, 2000.  General administrative costs during the year ended December
31, 2001 were $5,436 and interest expenses were $400, resulting in a net loss of
$5,436.  For  the  year  ended December 31, 2000, the Company had administrative
and  interest  expenses  of  $4,807.

For  the  period  ended  December  31,  2001 the Company had no assets and total
current  liabilities  of  $14,287  consisting  of $7,887 in accounts payable and
$6,400  in  default  notes  payable.  For the period ended December 31, 2000 the
Company  had  no  assets  and total current liabilities of $24,730 consisting of
$18,730  in  accounts  payable  and  $6,000  in  default  notes  payable.

Management  believes  that  the  Company  has  sufficient  cash  and  short-term
investments to meet the anticipated needs of the Company's operations through at
least  the  next 12 months.  However, there can be no assurances to that effect,
as  the  Company  has no significant revenues and the Company's need for capital


                                        5
<PAGE>

may  change  dramatically  if  it acquires an interest in a business opportunity
during  that period.  Should the Company require additional capital, it may take
loans  from  officers,  sell  equity  of the Company or find other forms of debt
financing.  The  Company's  current  operating  plan  is  to  (i)  handle  the
administrative  and  reporting requirements of a public company, and (ii) search
for  potential businesses, products, technologies and companies for acquisition.
At  present,  the  Company has no understandings, commitments or agreements with
respect  to  the  acquisition  of  any  business  venture,  and  there can be no
assurance  that  the  Company  will  identify  a  business  venture suitable for
acquisition  in the future.  Further, there can be no assurance that the Company
would  be  successful in consummating any acquisition on favorable terms or that
it  will  be  able  to  profitably  manage  any  business  venture  it acquires.

ITEM  7.  FINANCIAL  STATEMENTS.

The  financial  statements  of  the  Company  appear  at  the end of this report
beginning  with  the  Index  to  Financial  Statements  on  page  8.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None.



                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

Subsequent to the date of this report, in January of 2002, there was a change in
control  of the Company.  The following table sets forth the name, age, position
and  office term of each executive officer and director of the Company as of the
change  in  control.

<TABLE>
<CAPTION>

Name                  AGE                POSITION                    SINCE
                      ---  -------------------------------------  -----------
<S>                   <C>  <C>                                    <C>

Robert L. Klosterman   55  President and Chief Executive Officer  Jan 4, 2002

Larry L. Eastland. .   59  Chairman of the Board                  Jan 4, 2002

Jack Klosterman. . .   50  Secretary and Treasurer                Jan 4, 2002
</TABLE>

The  following  is  a  brief  biography  of  T-Bay's  officers  and  directors.

ROBERT  L. KLOSTERMAN, PRESIDENT AND CEO.  From 1996 to 2001, Mr. Klosterman was
the  President  and  director of Grand Slam Treasures, Inc.  Mr. Klosterman is a
certified  public  accountant  who  was  formerly  President  and  CEO  of  MTM
Entertainment  Corporation  and  the  Managing Director of CBS/MTM studios.  Mr.
Klosterman previously served as Chief Financial Officer of TVS entertainment, an
English  broadcasting  company.

LARRY L. EASTLAND, PHD, CHAIRMAN AND DIRECTOR.  Mr. Eastland is self-employed as
a  business  consultant.  From  1996  to 2001 Mr. Eastland was CEO of Grand Slam
Treasures,  Inc.  Prior  to  that,  he  was  the  President  and  CEO  of MEDTEX


                                        6
<PAGE>

Corporation  from  1993  to  1995.  Mr.  Eastland earned his doctorate degree in
quantitative research from the University of Southern California in 1976.  He is
a  veteran  of  the  United  States Marine Corps and has been a Republican Party
advisor  since  1972.

JACK  KLOSTERMAN,  SECRETARY  AND  TREASURER.  Jack Klosterman has been managing
partner  of  Klosterman Business Management since 1977.  He is also the director
of  1  Swing,  Inc.,  a golf product company he founded in 1992.  Mr. Klosterman
attended  California  Sate  University,  Northridge.

ITEM  10.  EXECUTIVE  COMPENSATION

T-Bay's officers have not received any salary or compensation.  The Company does
not  anticipate  paying  any  salaries  until  it  is able to develop profitable
operations.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The following table sets forth as of June 14, 2002, the number and percentage of
the  4,349,969  shares  of  outstanding Restricted and Free-Trading stock which,
according to the information supplied to the Company, were beneficially owned by
(i)  each person who is currently a director of the Company, (ii) each executive
officer,  (iii) all current directors and executive officers of the Company as a
group  and  (iv)  each  person  who,  to  the  knowledge  of the Company, is the
beneficial  owner  of  more  than 5% of the outstanding common stock.  Except as
otherwise  indicated,  the  persons  named  in  the  table  have sole voting and
dispositive  power  with  respect  to  all shares beneficially owned, subject to
community  property  laws  where  applicable.

<TABLE>
<CAPTION>


NAME AND ADDRESS                AMOUNT         PERCENTAGE
<S>                       <C>                  <C>

Bob Klosterman (1)
266 Park Lane. . . . . .         1,216,751         27.97
Eagle, ID 83616. . . . .    Restricted Shares

Larry L. Eastland (1)
2075 Belgrave Way. . . .         1,151,194         26.46
Eagle, ID 83616. . . . .    Restricted Shares

Jack Klosterman
25538 Via Impresso
Valencia, CA 91355 . . .            -0-              0.00

Ben Smith (2) . . . .            1,000,000          23.00
222 East State Street. .    Restricted Shares
Eagle, ID 83616. . . . .
                                   620
                           Free Trading Shares

Officers, Directors and
Nominees as a Group: . .         2,368,565          54.45
3 People . . . . . . . .       Total Shares
</TABLE>

(1)     Officer  and/or  director.
(2)     Mr.  Smith  is  a  management  advisor  to  the  Company.

                                        7
<PAGE>

All  directors  serve  until the next annual stockholders meeting or until their
successors are duly elected and qualified.  All officers serve at the discretion
of  the  Board  of  Directors.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Bob  Klosterman  is  the  brother  of  Jack  Klosterman.

Subsequent  to  the  date of this report, in March of 2002 the Company assumed a
five-year  lease on their current office space.  The lease commenced on March 1,
2000 and expires on February 28, 2005.  The lease terms call for monthly payment
of $2550 per month for the first and second years, $2626 per month for the third
year,  $2705  for  the  fourth  year  and  $2786  per  month for the final year.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

No  reports  on  Form 8-K were filed during the quarter ended December 31, 2001.

EXHIBITS

None.


                                        8
<PAGE>

                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          T-Bay  Holdings,  Inc.



Date:  July 1, 2002                    By:/s/ Robert Klosterman
                                          ---------------------
                                          Robert  Klosterman
                                          President  and  CEO


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.


Date:  July 1, 2002                    By:/s/ Robert Klosterman
                                          ---------------------
                                          Robert  Klosterman
                                          Director


Date:  July 1, 2002                    By:/s/ Jack Klosterman
                                         ---------------------
                                          Jack  Klosterman
                                          Director  and  Treasurer


Date:  July 1, 2002                    By:/s/ Larry Eastland
                                         -------------------
                                          Larry  Eastland
                                          Director


                                        9
<PAGE>

                              T-BAY HOLDINGS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                           December 31, 2001 and 2000

<TABLE>
<CAPTION>

                    INDEX


                                    Page
                                    ----
<S>                                 <C>
Independent Auditors' Report . . .     9

Balance Sheets . . . . . . . . . .    10

Statements of Operations . . . . .    11

Statements of Stockholders' Equity    12

Statements of Cash Flows . . . . .    13

Notes to Financial Statements. . .    14
</TABLE>


                                       10
<PAGE>

ANDERSEN  ANDERSEN  &  STRONG,  L.C.
------------------------------------
CERTIFIED  PUBLIC  ACCOUNTANTS  AND  BUSINESS  CONSULTANTS
Member  SEC  Practice  Section  of  the  AICPA

941  East  3300  South,  Suite  202
Salt  Lake  City,  Utah  84106
Telephone  801  486-0096
Fax  801  486-0098


Board  of  Directors
T-Bay  Holdings,  Inc.
Salt  Lake  City,  Utah


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying  balance  sheet  of  T-Bay  Holdings,  Inc.
(development  stage  company) at December 31, 2001   and the related statement's
of operations, stockholders' equity, and cash flows for the years ended December
31,  2001  and  2000  and  the  period  January  1,  1993  (date of inception of
development  stage)  to  December  31, 2001.  These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management  as  well as evaluating the overall
balance  sheet  presentation.  We  believe  that our audits provide a reasonable
basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  T-Bay  Holdings, Inc. at
December  31, 2001 and the results of  operations, and  cash flows for the years
ended December 31, 2001 and 2000, and the period January 1, 1993 to December 31,
2001  in  conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  The  Company  does not have the
necessary  working capital to   service its debt and for its  planned activity ,
which  raises  substantial  doubt  about  its  ability  to  continue  as a going
concern.  Management's plans in regard to these matters are described in Note 6.
These financial statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.


Salt  Lake  City,  Utah
May  27,  2002                                /s/Andersen  Andersen  and Strong
                                             ----------------------------------


                                       11
<PAGE>

<TABLE>
<CAPTION>


                              T-BAY HOLDINGS, INC.
                          (DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2001


<S>                                                        <C>
ASSETS
CURRENT ASSETS

    Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $                   -
                                                           ---------------------

    Total Current Assets. . . . . . . . . . . .. . . . . . $                   -
                                                           ======================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

    Accounts payable. . . . . . . . . . . . . . . . . . .  $               7,887
    Notes payable - in default. . . . . . . . . . . . . .                  6,400
                                                           ----------------------

   Total Current Liabilities. . . . . . . . . . . . . . .                 14,287
                                                           ----------------------

STOCKHOLDERS' DEFICIENCY

  Common stock
       50,000,000 shares authorized  at $0.001 par value;
147,971 shares issued and outstanding . . . . . . . . . .                    148
  Capital in excess of par value. . . . . . . . . . . . .                801,133
    Accumulated deficit - Note 1. . . . . . . . . . . . .               (815,568)
                                                           ----------------------

   Total Stockholders'  Deficiency. . . . . . . . . . . .                (14,287)
                                                           ----------------------

                                                           $                   -
                                                           ======================
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements.


                                       12
<PAGE>

<TABLE>
<CAPTION>


                              T-BAY HOLDINGS, INC.
                          (DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS
  FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 AND THE PERIOD JANUARY 1, 1993
          (DATE OF INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2001


                                                                         JAN 1, 1993
                                               DEC 31,       DEC 31,          TO
                                                2001          2000       DEC 31, 2001
                                            -------------  -----------  ---------------
<S>                                         <C>            <C>          <C>
REVENUES . . . . . . . . . . . . . . . . .  $          -   $        -   $            -
                                            -------------  -----------  ---------------

EXPENSES
   Interest. . . . . . . . . . . . . . . .           400          400          542,124
   Administrative. . . . . . . . . . . . .         5,036        4,407          127,375
                                            -------------  -----------  ---------------


NET OPERATING  LOSS - before other gains .        (5,436)      (4,807)        (669,499)

GAIN FROM EXTINGUISHMENT OF DEBT - note 4.             -            -        1,672,447
                                            -------------  -----------  ---------------

NET GAIN (LOSS). . . . . . . . . . . . . .  $     (5,436)  $   (4,807)   $    1,002,948
                                            =============  ===========  ===============



NET LOSS PER COMMON
  SHARE

  Basic. . . . . . . . . . . . . . . . . .  $       (.04)  $     (.05)
                                            -------------  -----------



AVERAGE  OUTSTANDING
    SHARES

     Basic . . . . . . . . . . . . . . . .       135,660      105,551
                                            -------------  -----------

</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       13
<PAGE>

<TABLE>
<CAPTION>


                                       T-BAY HOLDINGS, INC.
                                   (DEVELOPMENT STAGE COMPANY)
                         STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      PERIOD  JANUARY  1,  1993  (DATE  OF  INCEPTION  OF  DEVELOPMENT  STAGE)  TO  DECEMBER  31,  2001



                                                                                                CAPITAL IN
                                                   COMMON STOCK                                 EXCESS OF      ACCUMULATED
                                                   ------------
                                            SHARES           AMOUNT                             PAR VALUE      DEFICIT
                                         ------------  ----------------------------------------  -------------  ------------
<S>                                      <C>           <C>                                       <C>            <C>
BALANCE JANUARY 1,  1993. . . . . . . .       100,076  $                                    100  $    689,202   $(1,818,516)

Net operating loss for the year ended
    December 31, 1993 . . . . . . . . .             -                                         -             -       (86,409)
Net operating loss for the year ended
    December 31, 1994 . . . . . . . . .             -                                         -             -       (85,409)
Issuance of common stock for payment
   of debt at $12.40 - 1995 . . . . . .         6,000                                         6        74,394             -
Net operating loss for the year ended
   December 31, 1995. . . . . . . . . .             -                                         -             -      (159,809)
Issuance of common stock for payment
   of debt at $12.38 - 1996 . . . . . .         1,750                                         2        21,698             -
Net operating loss for the year ended
    December 31, 1996 . . . . . . . . .             -                                         -             -      (112,309)
Net operating loss for year ended
    December 31, 1997 . . . . . . . . .             -                                         -             -       (86,597)
Net operating loss for the year ended
    December 31, 1998 . . . . . . . . .             -                                         -             -       (85,531)
Net operating profit for the year ended
   December 31, 1999. . . . . . . . . .             -                                         -             -     1,629,254
Net operating loss for the year ended
   December 31, 2000. . . . . . . . . .             -                                         -             -        (4,807)
Issuance of common stock for payment
  of debt at $.395 - April 2001 . . . .        40,145                                        40        15,839
Net operating loss for the year ended
   December 31, 2001. . . . . . . . . .             -                                        -             -         (5,436)

BALANCE DECEMBER  31, 2001. . . . . . .       147,971  $                                    148  $    801,133   $  (815,568)
                                         ============  ========================================  =============  ============
</TABLE>

  The  accompanying  notes  are  an integral part of these financial statements.


                                       14
<PAGE>

<TABLE>
<CAPTION>


                                      T-BAY HOLDINGS, INC.
                                  (DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 30, 2000 AND 1999 AND THE PERIOD
           JANUARY 1, 1993 (DATE OF INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2000


                                                                    DEC 31,     DEC 31,        JAN 1, 1993
                                                                     2001         2000       TO DEC 31, 2001
                                                                   ---------  ------------  -----------------
<S>                                                                <C>        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (5,436)  $   (4,807)   $      1,002,948
    Adjustments to reconcile net loss to
    net cash provided by operating
    activities

           Changes in notes and accounts payable. . . . . . . . .     5,436         4,807            669,499
           Gain from extinguishment of debt . . . . . . . . . . .         -             -         (1,672,447)



Net Cash Used in Operations . . . . . . . . . . . . . . . . . . .         -             -                  -
                                                                   ---------  ------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES

                                                                          -             -                  -
                                                                   ---------  ------------  -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
                                                                          -             -                  -
                                                                   ---------  ------------  -----------------
  Net Increase (Decrease) in Cash . . . . . . . . . . . . . . . .         -             -                  -

  Cash at Beginning of Period . . . . . . . . . . . . . . . . . .         -             -                  -
                                                                   ---------  ------------  -----------------

  Cash at End of Period . . . . . . . . . . . . . . . . . . . . .  $      -   $         -   $              -
                                                                   =========  ============  =================




NON  CASH  FLOWS  FROM  FINANCING  ACTIVITIES

Issuance of  7,750  common shares for payment of debt - 1995-1996              $ 96,100
                                                                                ---------

Issuance of 40,145 common shares for payment of debt - 2001                      15,879
                                                                                 ------
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       15
<PAGE>

                             T-BAY  HOLDINGS,  INC.
                          NOTES TO FINANCIAL STATEMENTS


1.     ORGANIZATION

The  Company  was  incorporated under the laws of the State of Utah on August 8,
1984  with  the  name  of  "Sharus  Corporation" with authorized common stock of
50,000,000  shares  with a par value of $0.001. On June 13, 1989 the domicile of
the  Company was changed to the state of Nevada in connection with a name change
to  "Golden  Quest,  Inc."  On  January  7,  2002 the name was changed to "T-Bay
Holdings,  Inc."  as  part of a reverse stock split of 400 shares of outstanding
stock  for  one share. This report has been prepared showing the name change and
the  post  stock  split  shares  from  inception.

The  principal business activity of the  Company has been  locating and recovery
of  archeological  artifacts,  precious  metals,  and  other  valuables  from
shipwrecks.  During  1992  the  Company  abandoned  its  operations  and  became
inactive.  The  Company is considered to be in the development stage after 1992.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

The  Company  recognizes  income  and  expenses  based  on the accrual method of
accounting.

Dividend  Policy
----------------

The  Company  has  not  adopted  a  policy  regarding  payment  of  dividends.

Income  Taxes
-------------

On  December  31,  2001 the Company had a net operating loss available for carry
forward of  $815,568. The income tax benefit of approximately  $244,670 from the
loss carry forward  has been fully offset by a valuation reserve because the use
of  the future tax benefit is doubtful since the Company has no operations.  The
net  operating  loss  expires  starting  in  2000  through  2022.

Basic  Net  Income  (Loss)  Per  Share
--------------------------------------

Basic  net  income  (loss)  per share amounts are computed based on the weighted
average  number  of  shares  actually  outstanding,  after  the  stock  split.

Financial  Instruments
----------------------

The carrying amounts of financial instruments, including  accounts payable,  are
considered  by  management  to  be  their  estimated  fair  values.


                                       16
<PAGE>

                             T-BAY  HOLDINGS,  INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Estimates  and  Assumptions
---------------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.

Comprehensive  Income
---------------------

The  Company  adopted  Statement  of Financial Accounting Standards No. 130. The
adoption  of  this  standard  had  no  impact on the total stockholder's equity.

Recent  Accounting  Pronouncements
----------------------------------

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will
have  a  material  impact  on  its  financial  statements.

3.  SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTIES

Officers-directors  have acquired  54% of the outstanding common stock after the
new  issues  during  April  2002.  (note  4)
An advisor to management has acquired 23% of the outstanding common stock, after
the  new  issues  during  April  2002.  (note  4)

4.  CHANGES  IN  CAPITAL  STOCK

During  April  2002,  subsequent  to  balance  sheet  date,  the  Company issued
4,201,998  new  shares  to  officers-directors  and an advisor to management for
services.  The total outstanding shares after the issuance was 4,349,969 shares.

5.  EXTINGUISHMENT  OF  DEBT

Prior  to  1993  the  Company  incurred  debt of $977,029, plus accrued interest
payable  through  April  1999  of  $695,418.  Management,  with  legal  counsel,
considers  the  debt  to  be  extinguished,  resulting  from the time limits for
collection,  as  provided by  the statute of limitations, in the state  the debt
was  incurred,  which  resulted  in  a  gain  of  $1,672,447.

The  creditors  may  start  legal  actions against the Company, however, counsel
advises  that  any  action  would  be  dismissed  by  the  court.


                                       17
<PAGE>

                             T-BAY  HOLDINGS,  INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



6.  GOING  CONCERN

The  Company does not have the necessary working capital to service its debt and
for  its  planned  activity.

Continuation  of  the  Company  as  a  going concern is dependent upon obtaining
additional  working  capital  and  the management of the Company has developed a
strategy,  which  it  believes will accomplish this objective through additional
loans  from  officers,  additional equity funding, and long term debt which will
enable  the  Company  to  conduct  operations  for  the  coming  year.


                                       18
<PAGE>