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, 2001

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

     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.
                         $0

     Number of shares outstanding of common equity, as of March 26, 2002.
           5,672,000 shares
<PAGE>
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.

                                                           Page 1

<PAGE>
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.
                                                           Page 3

<PAGE>
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
                                                           Page 4

<PAGE>
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 2001 WITH FISCAL YEAR 2000

Revenues for fiscal year 2001 were $0 and compared with $1,200 in 2000. This is
the result of a lack of active sales efforts. General & Administrative Expenses
were $24,965 in 2001 and 11,245 in 2000. Net loss in 2001 was $24,965 as against
$10,045 in fiscal 2000.

The company had Total Assets of $(12) at December 31, 2001 as compared to $263
at December 31, 2000. This decrease was do to loss on operations.

The Company had liabilities of $1,190 on December 31, 2001 and $0 on December
31, 2000.

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.
                                                           Page 5

<PAGE>
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
environment. 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.
                                                           Page 6

<PAGE>
9. Going Concern.  As of December 31, 2001 the company had a stockholders'
Equity of $(1,202).  The auditors have raised a "going concern" question on the
audit for the year ended December 31, 2001.

ITEM 7.  FINANCIAL STATEMENTS

To the Board of Directors of
Garden Bay International, Ltd.
 (A Development Stage Company)

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Garden Bay International,
Ltd. (A Development Stage Company) as of December 31, 2001 and 2000, 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 financial 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
misstatements. 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 Garden Bay International, Ltd.
as of December 31, 2001 and 2000 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.


/ASRMANDO C. IBARRA
----------------------------
Armando C. Ibarra, CPA-APC

March 15, 2002
Chula Vista, California
                                                           Page 7


<PAGE>

                 GARDEN BAY INTERNATIONAL, LTD.
                  (A Development Stage Company)
                         Balance Sheets

----------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                           As of                         As of
                                                                        December 31,                 December 31,
                                                                            2001                         2000
                                                                   ---------------------         --------------------
<S>                                                              <C>                           <C>

                             ASSETS

  Current Assets


        Cash                                                     $                  (12)       $                   44
        Inventory                                                                      0                          219
                                                                    ---------------------         --------------------

  Total Current Assets                                                              (12)                          263

                                                                    ---------------------         --------------------

        TOTAL ASSETS                                             $                  (12)       $                  263

                                                                    =====================         ====================
                                                                    =====================         ====================

               LIABILITIES & STOCKHOLDERS' EQUITY

  Current Liabilities

        Accounts payable                                         $                 1,190       $                    0

                                                                    ---------------------         --------------------

  Total Current Liabilities                                                        1,190                            0

                                                                    ---------------------         --------------------

        TOTAL LIABILITIES                                                          1,190                            0

  Stockholders' Equity

       Preferred stock, ($.0001 par value: 20,000,000
         shares authorized; none issued and outstanding.)                              0                            0
       Common stock ($.0001 par value: 80,000,000
         shares authorized; 5,672,000 and 5,437,000
         shares issued and outstanding as of December 31,
         2001 and 2000, respectively.)                                               568                          544
       Additional paid-in capital                                                 42,657                       19,181
       Deficit accumulated during development stage                             (44,427)                     (19,462)

                                                                    ---------------------         --------------------

  Total Stockholders' Equity                                                     (1,202)                          263

                                                                    ---------------------         --------------------
         TOTAL LIABILITIES &
                              STOCKHOLDERS' EQUITY               $                  (12)       $                  263

                                                                    =====================         ====================

</TABLE>
                                                           Page 8

<PAGE>

                         GARDEN BAY INTERNATIONAL, LTD.
                          (A Development Stage Company)
                            Statements of Operations

------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                   July 20, 1998
                                                        Year Ended            Year Ended            (inception)
                                                          Ended                 Ended                 through
                                                       December 31,          December 31,          December 31,
                                                           2001                  2000                  2001
                                                    -------------------   -------------------  ----------------------

<S>                                               <C>                  <C>                   <C>
    Revenues


        Revenues                                  $                  0 $               1,200 $                 1,200

                                                    -------------------   -------------------  ----------------------

    Total Revenues                                                   0                 1,200                   1,200

    General & Administrative Expenses                           24,965                11,245                  45,627

                                                    -------------------   -------------------  ----------------------

    Total General & Administrative Expenses                     24,965                11,245                  45,627

                                                    -------------------   -------------------  ----------------------

    Net Loss                                      $           (24,965) $            (10,045) $              (44,427)

                                                    ===================   ===================  ======================

    Basic loss per share                          $             (0.00) $              (0.00)

                                                    ===================   ===================

    Weighted average number of
      common shares outstanding                              5,585,082             5,219,787

                                                            ===================   ===================
                                                           Page 9

</TABLE>

<PAGE>
                         GARDEN BAY INTERNATIONAL, LTD.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity From July 20,
            1998 (inception) through December 31, 2001
<TABLE>
<CAPTION>

----------------------------------------------------------------------------

                                                                                                   Deficit
                                           Common            Common           Additional         Accumulated
                                           Shares             Stock            Paid-in             During              Total
                                                             Amount            Capital           Development
                                                                                                    Stage

-----------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>            <C>               <C>                  <C>              <C>
    Issued for cash on July 20, 1998       5,000,000      $    500          $    500             $     0          $   1,000

    Net loss, July 20, 1998 (inception)
    to December 31, 1998                                                                            (25)               (25)

-----------------------------------------------------------------------------------------------------------------------------
    Balance,  December 31, 1998            5,000,000           500               500                (25)                975
=============================================================================================================================

    Issued from sale of private placement
    (Note #1) March 25, 1999                 187,000            19            18,681                   0             18,700

    Net loss, January 1, 1999 through
     December 31, 1999                                                                           (9,392)            (9,392)

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

    Common Stock issued November 11,
    2000 @ $0.0001 per share                                                       0                   0                 25
                                             250,000            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
=============================================================================================================================

    Common Stock issued May 14,
    2001 @ $0.10 per share                                                    11,738                   0             11,750
                                             117,500            12

    Common Stock issued May 18,
    2001 @ $0.10 per share                                                    11,738                   0             11,750
                                             117,500            12

    Net loss, January 1, 2001 through
    December 31, 2001                                                                           (24,965)           (24,965)

-----------------------------------------------------------------------------------------------------------------------------
    Balance,  December 31, 2001            5,672,000      $    568         $  42,657         $  (44,427)         $  (1,202)
=============================================================================================================================
</TABLE>
                                                           Page 10


<PAGE>
                         GARDEN BAY INTERNATIONAL, LTD.
                          (A Development Stage Company)
                            Statements of Cash Flows
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                            July 20, 1998
                                                                Year Ended           Year Ended              (inception)
                                                                  Ended                 Ended                  through
                                                               December 31,         December 31,             December 31,
                                                                   2001                 2000                     2001
                                                            -------------------  --------------------    ---------------------

<S>                                                       <C>                  <C>                     <C>
    CASH FLOWS FROM OPERATING ACTIVITIES


         Net loss                                         $           (24,965) $            (10,045)   $             (44,427)
         Amortization                                                        0                     0                      306
        (Increase) decrease in inventory                                   219                 (219)                        0
        (Increase) in organization costs                                     0                     0                    (306)
        Increase in accounts payable                                     1,190                     0                    1,190

                                                            -------------------  --------------------    ---------------------

         Net cash (used) by operating activities                      (23,556)              (10,264)                 (43,237)


    CASH FLOWS FROM INVESTING ACTIVITIES

         Net cash provided by investing activities                           0                     0                        0

    CASH FLOWS FROM FINANCING ACTIVITIES

         Common stock issued for cash                                   23,500                    25                   42,225

                                                            -------------------  --------------------    ---------------------

         Net cash provided by financing activities                      23,500                    25                   42,225

                                                            -------------------  --------------------    ---------------------

        Net (decrease) in cash                                            (56)              (10,239)                  (1,012)

        Cash at beginning of year                                           44                10,283                    1,000

                                                            -------------------  --------------------    ---------------------

        Cash at end of year                               $               (12) $                  44   $                 (12)

                                                            ===================  ====================    =====================
</TABLE>
                                                           Page 11


<PAGE>
             Microsoft Word 10.0.3416;GARDEN BAY INTERNATIONAL, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2001


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 July 20, 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 12

<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 basis 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. 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 its securities through private
placements.


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.

                                                           Page 13

<PAGE>
NOTE 6.  INCOME TAXES

                                    As of December   As of December
                                       31, 2001         31, 2000
                                    -------------    -----------
                                    -------------    -----------

  Deferred tax assets:
  Net operating loss carryforwards      $  6,664        $ 2,919
                                    -------------    -----------
  Other                                      -0-            -0-

  Valuation allowance                    (6,664)        (2,919)
                                    -------------    -----------

  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              (10,045)
          2001 Net Operating Loss               (24,965)
                                        -----------------
                                        -----------------
          Net Operating Loss                  $ (44,427)
                                        =================

As of December 31, 2001 the Company has net operating losses carryforward of
approximately $ 44,427, which will expire twenty years from the date the loss
was incurred.

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

None
                                                           Page 14

<PAGE>
PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 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              43     President, Secretary,   1998
9150 21st Street SE                 Treasurer
Calgary, Alberta, Canada            and Director
T2C 4B9

Robert Berk                  70     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.
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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, 2002 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, 2002, there were 5,672,000 common
shares outstanding.

Name Of                  Amount and          Percent Ownership
Beneficial Owner         Beneficial

Ursula Christian             400,000             7.05

Robert Berk                 4,750,000           83.74

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 5,672,000 outstanding shares on March 1, 2002.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

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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 27, 2002

  //REUBEN MCDONALD//
  President
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