U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                                   FORM 10-KSB


     X  Annual report under Section 13 or 15(d) of the Securities
        Exchange Act of 1934

     For the fiscal year ended December 31, 2000

     __ Transition report under Section 13 or 15(d) of the  Securitie
        Exchange Act of 1934

     For the transition period from __________ to ___________

     Commission file number          # 0-30884

              Garden Bay International, LTD.
          (Name of Small business Issuer in Its Charter)

           Delaware                       33-0822337
---------------------------------       ----------------
  (State or Other Jurisdiction of       (IRS Employer
  Incorporation or Organization)         Identification No.)

  77-513 Ashberry Court, Palm Desert, CA       92211
----------------------------------------       ---------
 (Address of Principal Executive Offices)      (ZIP Code)

                         (760) 409-6749
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)


Securities to be Registered under Section 12(b) of the Act:

     Title of Each Class              Name of Each Exchange
                                       On Which Registered


Securities to be Registered under Section 12(g) of the Act:

       Common Stock



     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 reports ), and
(2) has been subject to such filing requirements for the past 90 days

    Yes   X          No _____

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements, incorporated by reference in Part III of this Form
10KSB or any amendment to this Form 10-KSB.  X

      Issuer's revenues for its most recent fiscal year.
                         $1,200



     Number of shares outstanding of common equity, as of March 30, 2001.
           5,480,000 shares



PART I

ITEM 1       DESCRIPTION OF BUSINESS

General

Garden Bay International, Ltd. ("the Company") was incorporated in the State
of Delaware on July 20, 1998.  The Company is in the business of designing,
marketing and selling unique and collectible ceramic dinnerware and pottery
items to wholesale suppliers and distributors for sale in retail stores and
specialty outlets.

Mission

The mission of the Company is to initially create a profit by designing,
marketing and selling unique and collectible ceramic dinnerware and pottery
items to wholesale suppliers then expanding to selling these unique,
collectible items over the Internet by setting up an Internet store to include
trades, classifieds and auctions.  The Company's goal is to establish a
network of artisans for designing and manufacturing hand-painted collectible
ceramic items including dishes, serving platters, vases, table lamps, small
flower pots and ashtrays, then marketing these items to wholesale suppliers
and distributors for sale in retail stores and specialty outlets.

Product

The Company contacted appropriate wholesale artists, craftsmen and
distributors in Europe, Mexico and Canada concerning the design and
manufacture of specialty hand-painted ceramics and pottery items.  Initially,
the Company is making available sets of distinctive, hand-painted
ceramic dinnerware including dinner plates, salad plates, saucers, cups, mugs,
serving platters, salt and pepper containers, milk and sugar containers, soup
tureens, large and small pitchers, tea pots, bowls and ice tea/water
containers.
These items are be available in the yellow-fish motif, pink-chicken motif,
green-chicken motif and blue-chicken motif.

Manufacturing

The hand painted ceramics are being sold wholesale and later to be incorporated
on the web site to be sold retail can be purchased at cost saving levels for
quantities.  Currently the Company has located certain artisans in Mexico to
manufacture the ceramic pieces and individually hand-paint each item according
to certain designs (fish and chicken motifs) approved by the Company.  The
Company plans initially to have its products shipped directly from the vendor
to the wholesale suppliers and distributors and later, as the need arises, to
deliver to the Company's headquarters and shipped to customers.  Sufficient
space is available at present and the decision to expand will be based on
price and logistics.  There is sufficient proximity to couriers such as UPS
and Fed Ex locations for ease of shipping.





Marketing

The marketing plan includes making available the products through three
primary sales channels:  to wholesale suppliers and distributors for placement
in retail outlets where dinnerware ceramics and pottery are sold; through the
Internet primarily through a Garden Bay web site; and through a Garden Bay
catalog.  The Company currently does not operate a web site but is in the
process of constructing one which would include charging ability via credit
card for purchases of ceramics and pottery as well as an informational source
for classifieds, trades and auctions.  The Company also plans at a later date
to offer its products through Internet marketing partnerships with America
Online Shopping Channel, @Home and Catalog City.  The Company believes that
online retailing over the Internet will present Garden Bay with a significant
opportunity for the marketing and sale of its products and will enable the
Company to significantly expand and diversify its customer base.  The Company
believes that Garden Bay products are particularly well positioned to be
marketed and sold over the Internet.  The Company currently does not offer a
catalog, but plans to produce one after sales have commenced thus providing
customers with increased shopping flexibility and service.  This multi-channel
approach will provide the Company with significant marketing, sales, and
operational synergies and provide customers with enhanced shopping flexibility
and superior customer service.

Initially, the Company plans to market the complete set of ceramic dinnerware
(to wholesale suppliers and distributors) for $525 with a $3,000 minimum order
and a 24-piece minimum order quantity.  Prices can be reduced with build up of
volume.  Discounts can be made according to total order value and pieces per
item.  The Company plans to collect ten percent with order confirmations and
full balance prior to shipment.  Delivery of items will be made 30 to 90 days
after shipment order is placed.

Competition

The Company will operate in a highly competitive environment.  The Company
principally competes with a variety of department stores and specialty
retailers such as Pottery Barn and Williams of Sonoma, inc. that offer
products similar to or the same as the Company products.  The United States
retail industry, and the specialty retail industry in particular, is dynamic
in nature and has undergone significant changes over the past several years.
The Company's ability to anticipate and successfully respond to continuing
challenges is critical to its long-term growth.  The Company may later compete
with major Internet retailers or other catalogs that offer products similar to
or the same as the Company's products.  Many of our competitors are larger
companies with greater financial resources, a wider selection of merchandise
and a greater inventory availability.

The Company plans to enter into purchase obligations outside of the United
States which are settled in U.S. dollars and, therefore, have only minimal
exposure to foreign currency exchange risks.  The Company does not plan to
hedge against foreign currency risks and believes that foreign currency
exchange risk is immaterial.




Governmental Approval, Regulation and Environmental Compliance
Other than general business licensing requirements, the Company is unaware of
any governmental regulations in regard to its product.

Given the nature of Garden Bay's business, the Company does not anticipate any
material costs associated with compliance with federal, state and local
environmental laws and regulations.

The Company is not aware of any federal, state or local laws and regulations
regulating the Internet at this time which would materially affect its
business activities.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company owns no real property.  The Company is provided sufficient space
to do its present business by a director of the Company.  In the near future,
the Company will be looking for its own space.  The Company expects to have no
problems finding the space it needs at prices that it can afford.

ITEM 3.  LEGAL PROCEEDINGS

None

ITEM 4.  SUBMISSIION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         None


PART II

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

a)   Class                         Number of Record Holders

     Common                                      41

There is, as of the date of filing, no public market in any class of stock of
the Company.



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

Certain Forward-Looking Information

Information provided in this Form 10KSB may contain forward-looking statements
within the meaning of Section 21E or Securities Exchange Act of 1934 that are
not historical facts and information.  These statements represent the
Company's expectations or beliefs, including, but notlimited to, statements
concerning future and operating results, statements concerning industry
performance, the Company's operations, economic performance, financial
conditions, margins and growth in sales of the Company's products, capital
expenditures, financing g needs, as well assumptions related to the forgoing.
For this purpose, any statements contained in this Quarterly Report that are
not statements of historical fact may be deemed to be forward-looking
statements.  These forward-looking statements are based on current
expectations and involve various risks and uncertainties that could cause
actual results and outcomes for future periods to differ materially from any
forward-looking statement or views expressed herein.  The Company's financial
performance and the forward-looking statements contained herein are further
qualified by other risks including those set forth from time to time in the
documents filed by the Company with the Securities and Exchange Commission.



COMPARISON OF FISCAL YEAR 2000 WITH FISCAL YEAR 1999

Revenues for fiscal year 2000 were $1,200 and compared with $0 in 1999.  This
is the result of the beginning of active sales efforts.  General &
Administrative Expenses were $11,245 in 2000 and 9,392 in 1999.  The Company
does not consider this as a material change.  Net loss in 2000 was $10,045 as
against $9,392 in fiscal 1999. The company does not consider this a material
change.

The company had Total Assets of $262 at December 31, 2000 as compared to
$10,282 at December 31, 1999.  This decrease was do to loss on operations.


The Business Plan for the Company over the next twelve months is to design and
manufacture sets of distinctive, hand-painted ceramic dinnerware in four
designs approved by the company and to implement a wholesale sales group to
distribute the Company's products for placement to retail outlets.  The
Company plans to implement a merchandising strategy that will seek out other
hand-designed products by artisans world-wide for distribution.  The Company
plans initially to have its products shipped directly from the vendor to the
wholesale suppliers and distributors and later, as the need arises, to rent a
small order fulfillment and distribution facility.  The shipment of products
directly from vendors to the suppliers or directly to the stores reduces the
level of the lead-time required to receive the products.  Financing will be
arranged as required during this period. The Company has sufficient capital
for its present business plan during the next 12 months.  The Company will
require a down payment on all orders sufficient to defray the cost of the
production. The Company may attempt to raise the additional capital by the
sale of its securities in private placements. There can be no assurance that
such sales can be accomplished at prices satisfactory to the Company, if at
all.

The Company anticipates that a small 150 - 250 square feet warehouse space
will be adequate to carry on the operation over the next year of business.
Sales will be established through wholesale suppliers and distributors.  It is
anticipated that sales will grow in an orderly fashion over the next year.  An
Internet web site for sales, information, trades, classified and auctions is
being planned but has not been established at this time.  A
catalog for retail consumers is being planned after sales have commenced but
has currently not been established at this time.

RISK FACTORS

1.  Limited History of Operations.  The Company was organized on July 20,
1998 and has had limited operations to date. Therefore its  operations are
subject to all of the risks inherent in new business enterprises.  The
likelihood of the success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the start up of new businesses and the
competitive environment in which the Company will operate.  The Company has
had no significant   revenues to date.

2.  Time lapse to Operational Stage of the Company Operations therefore will
depend upon the continued availability of investment capital to fully fund
subsequent Projects.  If operating revenues are insufficient to continue the
Company's operations, additional funds would have to be raised through equity
or debt financing.  The Company has no commitments for any additional debt or
equity financing and there can be no assurance that any such commitments will
be obtained on favorable terms, if at all.

3.  Competition.  The Company will operate in a highly competitive
environnemt. The Company will compete with retailers which have a history and
experience the company does not have.

4.  Dependence on Management.  Because the Company is a new business and has
no significant operating history, it will be heavily dependent upon the
services and experiences of its officers.  The loss of the service of any
officer could adversely affect the conduct of the Company's business.

5.  Industry and Economic Factors.  The industry in which the Company expects
to operate is subject to constant changes based upon changes in public taste
as well as the condition of the general economy.  Factors beyond the control
of the Company or those on whom it intends to rely could cause the Company to
fail.

6.  Control of the Company.  The Officers, Directors and Principal Shareholder
Group  own more than 50% of the Common Shares of the Company. Therefore, the
Control Group will either control or significantly influence a voting control
of the Company.  Pursuant to the laws of Delaware, a majority of all
shareholders entitled to vote an any regularly called shareholders meeting,
may act, as a majority, without notice or meeting, giving notice to other
shareholders only after such action may have been taken.  While there are some
limits upon this right of the majority, Investors should understand that
Management commands a voting majority in control of the Company.

7.  Dividends.  The Company has paid no dividends on its Common Shares since
its inception.  The Company does not anticipate paying any dividends on its
Common Stock until and unless such profit is realized and may not pay out any
dividends thereafter.


8.  Potential Conflicts of Interest.  The officers and directors may be
associated with other firms, including others with material contractual
relationships with this Issuer, and may become involved in a range of business
activities.  Due to these affiliations and the fact that some officers are
expected to devote only a portion of their time to the business of the
Company, there are potential inherent conflicts of interest in their acting as





directors and as officers.  Each of the officers and directors is or may
become an officer, director, controlling shareholder, partner or participant
in other entities engaged in a variety of businesses.  These existing and
potential conflicts of interest are irreconcilable and could involve the
participating officers and directors in litigation brought by the Company's
shareholders or by the shareholders of other entities with which the officers
and directors are currently, or may become, affiliated.   To help alleviate
this position somewhat, Management has adopted a policy of full disclosure
with respect to business transactions with any entity in which any or all of
the officers or directors are affiliated, either directly or indirectly.  An
officer or director may continue any business activity in which such officer
or director engaged prior to joining the Company.

9. Going Concern.  As of December 31, 2000 the company had a stockholders'
Equity of $263.  The auditors have raised a "going concern" question on the
audit for the year ended December 31, 2000.

ITEM 7.  FINANCIAL STATEMENTS

ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)


Armando C. Ibarra, C.P.A.                 Members of the California Society of
Armando Ibarra, Jr., C.P.A.               Certified Public Accountants



To the Board of Directors of
Garden Bay International, Ltd.
85  Lakeshore Drive
Rancho Mirage, Ca. 92270

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Garden Bay International,
Ltd. (A Development Stage Company) as of December 31, 2000 and 1999 and the
related statements of operations, changes in stockholders' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  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 financial
statement presentation.  We believe that our audit provides 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 the Company as of December
31, 2000 and 1999 and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.



 ____________________________
Armando C. Ibarra, CPA

March 28,  2001

<PAGE>
                          GARDEN BAY INTERNATIONAL, LTD
                         (A Development Stage Company)
                                 Balance Sheets
                         As of December 31, 2000 & 1999
<TABLE>
<CAPTION>
ASSETS
                                                  Year Ended     Year Ended
                                                  December 31,   December 31,
                                                  2000           1999
                                                  ------------   -------------
<S>                                              <C>            <C>
Current Assets

   Cash                                           $       44     $     10,283
   Inventory                                             219              0
                                                  ------------   -------------
Total Current Assets                                     263           10,283
                                                  ------------   -------------
   TOTAL ASSETS                                   $      263     $     10,283
                                                  ============   =============

                         LIABILITIES & STOCKHOLDERS' EQUITY

Total  Liabilities                                $      0       $        0

Stockholders' Equity
  Preferred stock, $.0001 par value authorized
  (20,000,000 shares authorized; none
  issued and outstanding.)                               0                0
  Common stock $.0001 par value authorized
  (80,000,000 shares authorized; issued
   and outstanding : 5,437,000 and
   5,187,000 shares at December 31, 2000               544              519
   1999, respectively.)
   Additional paid-in capital                       19,181            19,181
   Deficit accumulated during the
   development stage                               (19,462)           (9,417)
                                                  ------------   -------------
Total Stockholders' Equity                             263            10,283
                                                  ------------   -------------
   TOTAL LIABILITIES &
         STOCKHOLDERS' EQUITY                      $   263       $    10,283
                                                  ============   =============
</TABLE>
            See Auditor's Report and Notes to Financial Statements
                               Page 2

                          GARDEN BAY INTERNATIONAL, LTD
                         (A Development Stage Company)
                            Statements of Operations
                    For the years ended December 31, 2000 and 1999
                And from July 20, 1998 (inception) through December 31, 2000
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            January 19, 1999
                        Year Ended        Year Ended       (Inception) through
                        December 31,      December 31,      December 31,
                        2000              1999              2000
                        -----------       ------------     -------------------
<S>                    <C>               <C>               <C>
Revenues
  Revenues              $     1,200       $         0       $         1,200
                        -----------       ------------     -------------------
Total Revenues                1,200                 0                 1,200

General &
Administrative Expenses      11,245             9,392                20,662
                        -----------       ------------     -------------------
Total General &
Administrative Expenses      11,245             9,392                20,662

Net Loss                $   (10,045)      $    (9,392)      $       (19,462)
                        ===========       ============      ================
Net loss per share      $   (0.0019)      $   (0.0029)
                        ===========       ============
Weighted average shares
used for net loss
per share                 5,219,877         4,860,258
                        ===========       ============
</TABLE>
             See Auditor's Report and Notes to Financial Statements
                               Page 3

<PAGE>
                          GARDEN BAY INTERNATIONAL, LTD
                         (A Development Stage Company)
                         Statement of Stockholders' Equity
                   For the years ended March 31, 2000 and 1999
           And from July 20, 1998 (inception) through December 31, 2000
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          Deficit
                                                        Accumulated
                          Common    Common  Additional    During      Total
                          Shares    Stock   Paid In     Development
                                    Amount  Capital        Stage
                          -------   ------- ----------  ------------  --------
<S>                      <C>       <C>      <C>         <C>         <C>
Issued for cash on
July 20, 1998             5,000,000 $  500  $   500      $    -      $  1,000

Net loss,
July 20, 1998
(inception)                                                 (25)         (25)
------------------------------------------------------------------------------
Balance,
December 31, 1998         5,000,000    500      500         (25)          975
==============================================================================

Issued from sale of
private placement
(ote #1) March 25, 1999     187,000     19   18,681                    18,700

Net loss, January 1, 1999
to December 31, 1999                                     (9,329)       (9,392)
------------------------------------------------------------------------------

Balance,
December 31, 1999         5,187,000    519   19,181      (9,417)        10,283
==============================================================================

Common Stock issued
November 11, 2000
@$0.0001                    250,000     25                                   25

Net loss, January 1, 2000
through December 31,2000                                (10,045)        (10,045)

Balance,
December 31, 2000         5,437,000    544   19,181     (19,462)            263
==============================================================================
</TABLE>
             See Auditor's Report and Notes to Financial Statements
                                        Page 4

<PAGE>
                          GARDEN BAY INTERNATIONAL, LTD
                         (A Development Stage Company)
                           Statement of Cash Flows
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            July 20, 1998
                        Year Ended        Year Ended       (Inception) through
                        December 31,      December 31,      December 31,
                        2000              1999              2000
                        -----------       ------------      ------------------
<S>                    <C>               <C>               <C>

CASH FLOWS FROM
OPERATING ACTIVITIES
---------------------
   Operating loss       $  (10,045)       $    (9,392)      $         (19,437)
   Amortization                  0                281                     281
   Inventory                  (219)                 0                    (219)
   Organization costs            0               (306)                   (306)
                        -----------       ------------      ------------------
   Net cash provided
   (used) by operating
    activities             (10,264)            (9,417)                (19,681)

CASH FLOWS FROM
INVESTING ACTIVITIES
--------------------
   Net cash used by
   investing activities          0                  0                       0

CASH FLOWS FROM
FINANCING ACTIVITIES
---------------------
   Common stock                 25             18,700                  18,725
                        -----------       ------------      ------------------
   Net cash provided by
   financing activities         25             18,700                  18,725
                        -----------       ------------      ------------------
-
   Net increase in cash    (10,239)            9,283                     (956)
                        -----------       ------------      ------------------
-
   Cash at beginning
   of year                  10,283             1,000                    1,000
                        -----------       ------------      ------------------
-
   Cash at end of year  $       44        $    10,283       $              44
                        ==========        ===========       =================
</TABLE>
             See Auditor's Report and Notes to Financial Statements
                                        Page 5

<PAGE>
                         GARDEN BAY INTERNATIONAL, LTD.
                         (A Development Stage Company)
                         Notes to Financial Statements
                            As of December 31, 2000

NOTE 1.   HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized July 20, 1998, under the laws of the state of
Delaware, as Garden Bay International, Ltd.  The Company has no significant
revenues and no material operations and in accordance with SFAS # 7, the
Company is considered a development stage company.

On July 20, 1998, the Company issued 5,000,000 shares of its $ 0.0001 par
value common stock for cash of $ 1,000.00.

On March 25, 1999, the Company completed a public offering that was offered
without registration under the securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from registration afforded by sections 4(2) and
3(b) of Securities Act and Regulation D promulgated thereunder. The Company
sold 187,000 shares of common stock at a price of $ 0.10 per share for a total
amount raised of  $ 18,700.00.


NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES

a.   Basis of Accounting
     -------------------
The Company uses the accrual method of accounting.

b.   Basic Loss Per Share
     --------------------
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock.  SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share.  The
Company has adopted the provisions of SFAS No. 128 effective May 27, 1998
(inception).

Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding.  Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.

c.   Cash Equivalents
     ----------------
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

d.   Inventory
     ---------
Inventory is valued at the lower cost or market.

                                        Page 6

<PAGE>
NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)


e.   Use of Estimates
     ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

f.  Income Taxes
    ------------
The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of "temporary differences" by applying enacted statutory
tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and
liabilities.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.


NOTE 3.   WARRANTS AND OPTIONS
          ---------------------
There are no warrants or options outstanding to acquire any additional shares
of common stock or preferred stock.


NOTE 4.   GOING CONCERN
          -------------
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional
capital through the sale of equity and/or private placement offering.


                                        Page 7

<PAGE>
NOTE 5.   RELATED PARTY TRANSACTION
          -------------------------
The Company neither owns, nor leases any real or personal property. A director
provides office services without charge. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity become available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for resolution of
such conflicts.


NOTE 6.  INCOME TAXES
         ------------
                                               December 31,
 .                                           ------------------
                                             2000           1999
                                            --------      ---------
Deferred tax assets:
Net operating loss carryforwards            $   10,264    $   9,417
Other                                              -0-          -0-
                                            --------      ---------
Valuation allowance                            (10,264)       (9,417)
Net deferred tax assets                     $      -0-    $     -0-
                                            ===========   ==========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carryforwards are expected to be available to reduce taxable income.  As the
achievement of required future taxable income is uncertain, the Company
recorded a valuation allowance.


NOTE 7.  SCHEDULE OF NET OPERATING LOSSES


1998  Net Operating Loss             $          (25)
1999  Net Operating Loss                     (9,392)
2000  Net Operating Loss                    (10,264)
                                     ---------------
Net Operating Loss                   $      (19,681)
                                     ===============
As of December 31, 2000, the Company has net operating loss carryforwards of
approximately $ 19,681, which will expire through 2019.

                                        Page 8

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

The Company's previous auditor, Barry L. Friedman died on January 27, 2000.
The Company has hired Armando C. Ibarra to be the Company's new auditor.


PART III

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

A. The Directors and Officers of the Company, all of whose terms will
expire one year from their election, or at such a time as their
successors shall be elected and qualified are as follows:

Name and Address             Age     Position               Date Elected

Reuben McDonald              42     President, Secretary,   1998
9150 21st Street SE                 Treasurer
Calgary, Alberta, Canada            and Director
T2C 4B9

Robert Berk                  69     Director                1998
85 Lakeshore Dr.
Rancho Mirage, Ca., 92270


Resumes of the Directors and Officers of the Company are:

Reuben McDonald has served as President, Secretary, Treasurer and Director of
Garden Bay International, Inc. since July 20, 1998.  He has also served as a
Transportation Manager for the City of Calgary, Alberta, Canada since 1991.
From 1989 to 1991, Mr. McDonald worked as a rehabilitation practitioner for
the Calgary Residential Services Society.  From 1987 to 1988, Mr. McDonald
worked with the Professional Review Organization for Washington.  Mr. McDonald
holds a Bachelor of Arts Degree from the University of Washington, Seattle.

Robert Berk has served as Director of Garden Bay International, Inc. since
July 20, 1998. Since 1999 to present, Mr. Berk has worked as marketing and
entertainment consultant to Spotlight 29 Casino, and was instrumental in the
signing of a $60 million expansion deal between the casino and Trump
International.  Since 1998 to present, Mr. Berk has worked as theatrical
producer for "Joey and Maria's Italian Wedding," a live performance currently
playing at Spotlight 29 Casino. Prior to 1998, Mr. Berk has worked as a
consultant in marketing and distribution for companies such as Atari, Samsung,
Viacom, NEC, Murata, Phillips and Dupont.  Mr. Berk was part of the initial
development group that took Atari to the public market in the United States
and launched the video game business.  Mr. Berk holds a Bachelors Degree from
Syracuse University, New York.


ITEM 10.  EXECUTIVE COMPENSATION

A.  None of the officers or directors receives or has received any
remuneration for serving as director or officer of the Company, however, the
President has received $2,000 in consulting expenses.

B.  There is no annuity, pension or retirements benefit proposed to be paid to
officers, directors or employees of the Company in the event of retirement
at normal retirement date pursuant to any presently existing plan provided
or contributed to by the Company or any of its subsidiaries, if any.



C.  No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director under any plan which is
presently existing.  No options have been granted.  The Company has not
decided when and in what circumstances it will start paying officers and
directors.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the Common Stock
ownership as of March 1, 2001 of each officer, director and who is known to
the Company as management or to be the beneficial owner of more than five
percent of the Company's Common Stock.  As of March 1, 2001, there were
5,437,000 common shares outstanding.

Name Of                  Amount and          Percent Ownership
Beneficial Owner         Beneficial

Reuben McDonald             5,000,000            91.96

Robert Berk                   250,000             4.60

1.   Unless otherwise indicated, the named party is believed to be the sole
investor and have voting control of the shares set forth in the above
table.  Based on 5,437,000 outstanding shares on March 1, 2001.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACITONS

On February 11, 1999 the Company issued 5,000,000 shares of its common stock
to its president and director, Reuben McDonald.

On November 14, 2000 the Company issued 250,000 shares of its common stock to
a director, Robert Berk, for a total consideration of $25.00.


ITEM 13.  EXHIBITS AND REPORTS OF FORM 8-K

b)  3(i)  Articles of Incorporation*
    3(ii) By-Laws*
    11    Computation of per share earnings
* By reference to a 10SB file June 9, 2000.



SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this disclosure statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

  GARDEN BAY INTERNATIONAL, LTD.

Dated: March 29, 2001

  //REUBEN MCDONALD//
  President