U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                         _______________________________

                                 AMENDMENT NO.1
                                       TO
                                   FORM 10-QSB
(Mark  One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
    1934

For  the  quarterly  period  ended March  31,  2002

[  ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE  EXCHANGE  ACT

For  the  transition  period  from  _____  to  _____

                         Commission file number 0-25417

                              TORBAY HOLDINGS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

           DELAWARE                                          52-2143186
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                         Identification  No.)

                            4 MULFORD PLACE, SUITE 2G
                               HEMPSTEAD, NY 11550
                                011 44 1481 46044
                (Issuer's Telephone Number, Including Area Code)
                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

     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 __

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:


     The  Company had 18,764,729 shares of common stock outstanding as of
August 14, 2002.

Transitional  Small  Business  Disclosure  Format  (check  one):
Yes __   No  X_


<PAGE>



                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002

<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS
                                    --------
<TABLE>
<CAPTION>
<S>      <C>


PAGE     1    INDEPENDENT  ACCOUNTANTS'  REPORT

PAGE     2    CONSOLIDATED  BALANCE  SHEETS  AS  OF  MARCH  31,  2002
              (UNAUDITED) AND DECEMBER 31, 2001

PAGE     3    CONSOLIDATED  STATEMENTS  OF  OPERATIONS  AND  OTHER
              COMPREHENSIVE  INCOME  (LOSS)  FOR  THE  THREE  MONTHS
              ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)

PAGES  4-5    CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR  THE
              THREE  MONTHS  ENDED  MARCH  31,  2002  AND  2001
              (UNAUDITED)

PAGES  6-8    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  AS  OF
              MARCH 31, 2002 (UNAUDITED)

</TABLE>
<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------



To  the  Board  of  Directors  of:
Torbay  Holdings,  Inc.

We have reviewed the accompanying consolidated balance sheet of Torbay Holdings,
Inc.  and Subsidiary  (a development stage company) as of March 31, 2002 and the
related  consolidated statements of operations and other comprehensive loss, and
cash  flows  for  the  three  months  ended  March  31,  2002  and  2001.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A  review  of  interim financial
information  consists principally of applying analytical procedures to financial
data  and  making  inquiries of persons responsible for financial and accounting
matters.  It  is  substantially  less  in  scope  than  an  audit  conducted  in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of  an  opinion  regarding  the financial statements taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made to the accompanying consolidated financial statements in order for them
to  be in conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 4 to
the  consolidated  financial  statements,  the  Company  is  a development stage
company that has accumulated losses since inception of $1,514,928, and a working
capital deficiency of $201,456.  These factors raise substantial doubt about its
ability  to  continue  as  a  going concern.  Management's plans concerning this
matter are also described in Note 4.  These consolidated financial statements do
not  include  any  adjustments  that  might  result  from  this  uncertainty.



WEINBERG  &  COMPANY,  P.A.


Boca  Raton,  Florida
May  10,  2002

<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                              AS OF MARCH 31, 2002
                              --------------------


<TABLE>
<CAPTION>
                                                        ASSETS
                                                        ------
                                                                                          March 31, 2002    December 31,
                                                                                             (Unaudited)        2001
                                                                                           ------------  ------------
<S>                                                                                             <C>              <C>
CURRENT ASSETS
Cash                                                                                       $       365   $        45
                                                                                           ------------  ------------
Total Current Assets                                                                               365            45
                                                                                           ------------  ------------

PROPERTY AND EQUIPMENT - NET                                                                       997         1,015
                                                                                           ------------  ------------

OTHER ASSETS
Intangible assets - intellectual property rights and software                                   42,000        22,000
Deposits                                                                                         1,000         1,000
                                                                                           ------------  ------------
Total Other Assets                                                                              43,000        23,000
                                                                                           ------------  ------------

TOTAL ASSETS                                                                               $    44,362   $    24,060
--------------                                                                             ============  ============

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
             --------------------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                                                      $   178,960   $   179,647
Loan payable - stockholder                                                                       9,663        24,985
Obligations under capital lease                                                                  9,647        14,351
Short-term loans                                                                                 3,551         3,614
                                                                                           ------------  ------------
Total Current Liabilities                                                                      201,821       222,597
                                                                                           ------------  ------------


LONG-TERM LIABILITIES
Notes and loans payable                                                                         50,000       150,000
                                                                                           ------------  ------------
Total Long-Term Liabilities                                                                     50,000       150,000
                                                                                           ------------  ------------

TOTAL LIABILITIES                                                                              251,821       372,597
                                                                                           ------------  ------------

PREFERRED STOCK TO BE ISSUED (420,000 AND 220,000 SHARES,
 RESPECTIVELY)                                                                                  42,000        22,000
                                                                                           ------------  ------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.0001 par value, 20,000,000 shares authorized                                      -             -
Common stock, $.0001 par value, 100,000,000 shares authorized, 17,924,729 and 16,400,000
 issued and outstanding, respectively                                                            1,792         1,640
Common stock to be issued (500,000 shares)                                                          50            50
Additional paid-in capital                                                                   1,326,922     1,128,326
Accumulated deficit during development stage                                                (1,514,928)   (1,463,501)
Accumulated other comprehensive income                                                           1,705           448
Deferred consulting expense                                                                    (25,000)      (37,500)
Subscription receivable                                                                        (40,000)            -
                                                                                           ------------  ------------
Total Stockholders' Equity (Deficiency)                                                       (249,459)     (370,537)
                                                                                           ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                    $    44,362   $    24,060
------------------------------------------------------                                     ============  =============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                        2
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
                           COMPREHENSIVE INCOME (LOSS)
                           ---------------------------
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                           For The Three  For The Three  March  24,  1999
                                           Months Ended   Months  Ended  (Inception)  To
                                           March  31,     March  31,     March  31,
                                           2002           2001           2002
                                            ------------  -----------  ------------
<S>                                             <C>           <C>          <C>
INCOME                                      $         -   $        -   $         -

EXPENSES
Directors fees and executive compensation         5,500        3,102       402,490
Professional fees                                23,172        3,565       303,753
Consulting fees                                  15,600            -       305,004
Depreciation and amortization                         -            -        41,866
Loss from impairment of intangible assets             -            -       247,325
Other selling, general and administrative         7,155        9,821       197,922
Loss on disposal of fixed assets                      -            -        16,568
                                            ------------  -----------  ------------

NET LOSS                                        (51,427)     (16,488)   (1,514,928)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss)          1,705        5,838         2,153
                                            ------------  -----------  ------------

COMPREHENSIVE LOSS                          $   (49,722)  $  (10,650)  $(1,512,775)
--------------------                        ============  ===========  ============

NET LOSS PER SHARE - BASIC AND DILUTED      $         -   $        -   $      (.01)
                                            ============  ===========  ============


WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD -
 BASIC AND DILUTED                           16,468,803    6,350,000     7,104,397
                                            ============  ===========  ============


</TABLE>

          See accompanying notes to consolidated financial statements.
                                        3

<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      --------------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                         For The Three    For The Three     March 24, 1999
                                                         Months Ended      Months Ended     (Inception) To
                                                        March 31, 2002    March 31, 2001    March 31, 2002
                                                       ----------------  ----------------  ----------------
<S>                                                          <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                               $       (51,427)  $       (16,488)  $    (1,514,928)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization                                       18             1,480            41,884
Stock issued for services and compensation                      23,100                 -           280,600
Deferred consulting                                             12,500                 -            12,500
Option deposit charged to operations                                 -                 -            15,000
Loss on disposal of fixed assets                                     -                 -            16,568
Loss on impaired assets                                              -                 -           247,325
Increase (decrease) in:
Accounts payable and accrued expenses                             (687)           (3,424)          178,959
                                                       ----------------  ----------------  ----------------
Net Cash Used In Operating Activities                          (16,496)          (18,432)         (722,092)
                                                       ----------------  ----------------  ----------------



CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits                                                             -                 -           (16,000)
Purchase of property and equipment                                   -                 -            (5,931)
                                                       ----------------  ----------------  ----------------
Net Cash Used In Investing Activities                                -                 -           (21,931)
                                                       ----------------  ----------------  ----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
Obligations (payments) under capital leases                     (4,704)           (1,406)          (20,395)
Proceeds from issuance of common stock                               -                 -           753,848
Short-term loans                                                   (63)                -             3,551
Subscriptions receivable                                             -                 -            50,000
Due to related party                                                 -                 -           (81,987)
Due to creditors                                                     -                 -          (161,650)
Proceeds from loans payable stockholders                        20,325               500            45,310
Proceeds from issuance of notes and loans payable                    -                 -           150,000
                                                       ----------------  ----------------  ----------------
Net Cash Provided By Financing Activities                       15,558              (906)          738,677
                                                       ----------------  ----------------  ----------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                          1,258             5,838             5,711
                                                       ----------------  ----------------  ----------------


(DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS                                                       320           (13,500)              365

CASH AND CASH EQUIVALENTS - BEGINNING OF
 PERIOD                                                $            45   $        13,500   $             -
                                                       ----------------  ----------------  ----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD              $           365   $             -   $           365
------------------------------------------             ================  ================  ================

Cash paid during the period for:
Interest                                               $             -   $             -   $         5,499
                                                       ================  ================= =================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        4

<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (UNAUDITED)

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:
------------------------------------------------------------------------------

In  January  2002,  the  Company  received approval for British patent rights on
intellectual  property.  Pursuant  to  an agreement, the Company is obligated to
issue  an  additional  200,000  Series  1 Convertible Preferred Shares valued at
$20,000,  which is included as an intangible asset and in preferred shares to be
issued.

During  the three months ended March 31, 2002, the Company issued 833,333 shares
of common stock at $.12 per share to settle a $100,000 note payable.  No gain or
loss  was  recognized  on  the  transaction.

During  the three months ended March 31, 2002, the Company issued 297,063 shares
of  common  stock  at $.12 per share to settle $35,647 of stockholder loans.  No
gain  or  loss  was  recognized  on  the  transaction.


          See accompanying notes to consolidated financial statements.
                                        5

<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002
                              --------------------
                                   (UNAUDITED)

NOTE  1     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  ORGANIZATION
-------

The accompanying unaudited financial statements have been prepared in accordance
with  generally  accepted accounting principles and the rules and regulations of
the  Securities  and  Exchange  Commission  for  interim  financial information.
Accordingly,  they  do  not  include  all  the  information  necessary  for  a
comprehensive  presentation  of  financial  position  and results of operations.

It is management's opinion, however that all material adjustments (consisting of
normal  recurring  adjustments)  have  been  made which are necessary for a fair
financial  statements  presentation.  The results for the interim period are not
necessarily  indicative  of  the  results  to  be  expected  for  the  year.

For  further  information,  refer  to  the  financial  statements  and footnotes
included  in  the  Company's  Form  10-KSB for the year ended December 31, 2001.

NOTE  2     ACQUISITION  OF  INTANGIBLE  ASSETS
-------     -----------------------------------

In July 2001, the Company entered into a purchase agreement with two individuals
who  held  the intellectual property rights, software and know-how to a computer
mouse  known  as  the  "QUILL".  Under  the  terms of the agreement, the Company
acquired all of the sellers' rights, title and interest in the QUILL in exchange
for  220,000  Series  1  Convertible  Preferred  Shares.  These  shares  will be
convertible 1:10 into 2,200,000 shares of common stock upon the QUILL generating
$1,000,000  net  profit after tax averaged over four fiscal quarters within five
years  from the signing of the agreement.  However, if the $1,000,000 net profit
requirement is not met within five years from the signing of the agreement, then
these  preferred  shares  will  convert 1:1 into 220,000 shares of common stock.
Since  the  $1,000,000  net profit requirement is a contingency, the convertible
preferred  shares  were valued based on the 1:1 conversion ratio using the value
of  recent  cash  sales  of the common stock at $.10 per share, for a total fair
value  of  $22,000.  As  of  March  31, 2002, the preferred shares have not been
issued  by  the  Company,  but  were  issued  on April 22, 2002 (See Note 3(A)).

The  agreement  also  calls  for the issuance of an additional 200,000 shares of
Series  1 Convertible Preferred Stock upon the Company receiving an approval for
the patent rights to the QUILL.  Such patent rights were granted in January 2002
and  the 200,000 preferred shares were issued on April 22, 2002 (See Note 3(A)).

The  cost  of the above intellectual property rights, software and know-how will
be amortized on a straight-line basis over a three-year period.  No amortization
has  been  provided  as  of March 31, 2002, as the Company has not yet commenced
production  of  the  QUILL  (See  Note  5(A)).

                                        6
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002
                              --------------------
                                   (UNAUDITED)

NOTE  3     STOCKHOLDERS'  DEFICIENCY
-------     -------------------------

(A)  PREFERRED  STOCK  TO  BE  ISSUED
-------------------------------------

Under  an  agreement dated July 2001, the Company purchased certain intellectual
property  rights, software and know-how in exchange for 220,000 shares of Series
1  Convertible  Preferred Stock having a fair value of $22,000 (See Note 2).  In
January  2002, British patent rights were granted for the Quill, which obligated
the  Company  to  issue  an  additional 200,000 shares of preferred stock to the
sellers  under  the  terms  of  the agreement.  These shares were authorized and
issued  by  the  Company  on  April  22, 2002 and are reflected in the financial
statements  in  the  mezzanine  section  of  the  balance  sheets  as  Series  1
Convertible  Preferred  Stock  To  Be  Issued.

(B)  COMMON  STOCK
------------------

In  January  2002, the Company issued 61,000 shares of common stock for services
having  a  fair  value  of  $23,100.

In  March  2002,  a  $100,000  long-term note payable was converted into 833,333
shares  of  restricted  common  stock  at  $0.12  per  share.

In  March  2002,  the  President  of  the  Company  purchased  333,333 shares of
restricted  common  stock  for  a  total  price  of  $40,000  in  exchange for a
subscription  receivable.

In  March  2002,  loans payable to a stockholder amounting to $35,647 as of that
date  were  converted  into  297,063  shares  of  restricted  common  stock.

(C)  COMMON  STOCK  TO  BE  ISSUED
----------------------------------

In  September  2001,  the  Company  entered into a one-year financial consulting
agreement  whereby  it  will  issue 500,000 shares of common stock having a fair
value  of  $50,000  in  exchange  for  these services.  These common shares were
issued  in  April  2002  and are reflected in the financial statements as common
stock  to  be  issued.  The  cost  of  the agreement is being amortized over its
one-year  life  and  the  unamortized  portion  has been deferred and shown as a
contra  to  stockholders'  deficiency.

NOTE  4     GOING  CONCERN
-------     --------------

As  reflected  in  the  accompanying  financial  statements,  the  Company  has
accumulated  losses  of  $1,514,928  since  inception,  and  a  working  capital
deficiency  of  $201,456.  The  ability  of  the  Company to continue as a going
concern  is  dependent  on  the  Company's ability to raise additional funds and
implement  its  business  plan.  The  financial  statements  do  not include any
adjustments  that  might  be necessary if the Company is unable to continue as a
going  concern.
                                        7
<PAGE>
Management's  plans  include  obtaining  funds  through  a  securities  purchase
agreement  for  up  to  $500,000 which will provide the Company with the working
capital  it  requires  to  implement  its  business  plan  (See  Note  5(B)).

NOTE  5     SUBSEQUENT  EVENTS
-------     ------------------

(A)  MANUFACTURING  AGREEMENT
-----------------------------

In  April  2002,  the  Company  entered  into  a manufacturing agreement with an
independent  contractor  to manufacture the QUILL computer mouse under the terms
and  conditions enumerated in such agreement.  The Company does not have a fixed
purchase  commitment  under  this agreement.  However, according to the terms of
the  agreement there is a minimum order quantity of 5,000 pieces.  The agreement
does  not  indicate  when  shipments  are  scheduled to commence, but management
estimates  that  production  should  begin at the end of July 2002 and shipments
will  be  made  during  August  2002.

(B)  CONVERTIBLE  DEBENTURES
----------------------------

In  order  to provide working capital and financing for the Company's expansion,
as  of May 9, 2002, the Company entered into a securities purchase agreement and
related  agreements  with  four  accredited investors (the "Purchasers") for the
purchase  of  $500,000  of  the  Company's 12% convertible debentures due May 9,
2003.  The  debentures  bear interest at a rate of 12% per annum, payable either
quarterly  or at the time of conversion in common stock or cash at the option of
the  Purchasers.

The  debentures  are  convertible  into  shares of common stock at the lesser of
$0.05  per share or the average of the lowest three intraday trading prices of a
share  of  common  stock  during  the  twenty trading days immediately preceding
conversion  date  discounted  by  50%.

Upon the issuance of the debentures, the Purchasers will receive three-year term
warrants  to  purchase  3  shares  of  the Company's common stock for each $1.00
invested  exercisable  at  $.05  per  share.

Pursuant to the rules and regulations of the SEC regarding beneficial conversion
features,  the  Company  will  expense as financing costs any excess of the fair
market  value  of  the  common  stock  at  the  debenture issuance date over the
conversion  price.

The  Company  has  reserved 28,000,000 shares of authorized but un-issued common
stock for issuance to the convertible debenture holders upon exercise in full of
the  entire  principal  amount  of  $500,000  plus  the  accrued  interest  upon
conversion  into  shares  of  common  stock.  The  Company  will also, on a best
efforts  basis,  register  200%  of  the  shares  of common stock underlying the
warrants  to be issued and the shares of common stock into which the convertible
debentures  may  be  converted.

                                        8
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

FORWARD  LOOKING  STATEMENTS

     Certain  information  contained  in  this Annual Report are forward-looking
statements  (within the meaning of Section 27A of the Securities Act of 1933, as
amended  and  Section  21E  of the Securities Exchange Act of 1934, as amended).
Factors  set  forth  that  appear with the forward-looking statements, or in the
Company's  other  Securities  and  Exchange Commission filings, could affect the
Company's  actual results and could cause the Company's actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf  of,  the  Company in this Annual Report. In addition to statements, that
explicitly  describe such risks and uncertainties, readers are urged to consider
statements  labeled  with  the terms "believes," "belief," "expects," "intends,"
"anticipates"  or  "plans"  to  be  uncertain  and  forward-looking.  The
forward-looking  statements contained herein are also subject generally to other
risks  and  uncertainties  that are described from time to time in the Company's
reports  and  registration  statements  filed  with  the Securities and Exchange
Commission. In addition, prior financial performance and customer orders are not
necessarily indicative of the results that may be expected in the future and the
Company  believes  that  such comparisons cannot be relied upon as indicators of
future  performance.  Additionally,  the  Company  undertakes  no  obligation to
publicly  release  the  results  of  any  revisions  to  these  forward-looking
statements  which may be made to reflect events or circumstances occurring after
the  date  hereof  or  to  reflect  the  occurrence  of  unanticipated  events.

OVERVIEW

     Torbay  Holdings is a development stage company created to act as a holding
company  for late-stage developmental, or early-stage commercial, companies with
opportunities  in niche markets.  Torbay Holdings currently owns one subsidiary,
Designer  Appliances  Ltd.,  and  is  actively  seeking additional acquisitions.
Torbay  Holdings  has acquired valuable intellectual property rights including a
world  wide  patent  application  for  a  computer  mouse  that is thought to be
beneficial  to  computer  mice  users  with regards to the area of treatment and
prevention  of  repetitive strain injury.  This will be exploited through Torbay
Holdings  subsidiary,  Designer  Appliances.

                                        9
<PAGE>
     Through  Designer  Appliances, Torbay Holdings has developed and intends to
market  (i) household appliances and (ii) the Quill computer mouse and software.
The  Company's  products  are  designed  to  attract  a premium, upscale market.
Management  believes  that  they  have identified products of an under exploited
opportunity in the household and domestic appliances market and is now expanding
its  product  line  to  include computer related products. There is no assurance
that  Torbay  Holdings  will be able to successfully manufacture or market these
items.

      In  July  2001,  the  Company entered into a definitive purchase agreement
with  two  individuals  who  held  the  intellectual property rights and a third
individual who was involved in the design drawings for the software and know-how
for  the  computer mouse product now referred to as the Quill (formally known as
the  "KAT").  Under  the terms of the agreement, the Company acquired all of the
sellers'  rights,  title  and  interests  in  the  KAT  in  exchange for 220,000
convertible  preferred  shares.  These shares will be convertible into 2,200,000
shares  of  common  stock upon the satisfaction of certain financial performance
requirements  under  the  agreement's  terms. Under this agreement an additional
200,000  convertible preferred shares are also to be issued if and when a patent
is granted which patent has been applied for. Such patent rights were granted in
January  2002.  These  additional  preferred  shares  are  convertible under the
identical  financial  performance  requirements. In the event that the financial
performance  requirements are not achieved within five years from the signing of
the agreement, then these preferred shares will convert on a 1:1 basis of common
stock.  As  of the date of this Report, none of the convertible preferred shares
have been  issued  by  the  Company.

     In  July  2001,  Torbay Holdings entered into an agreement with Multi-Media
Group,  Inc.  ("MMGI")  to  provide  corporate  promotional  services  to Torbay
Holdings and to assist with Torbay Holdings' marketing efforts. In consideration
for  the  provision of these future promotional services, Torbay Holdings issued
250,000 shares of common stock to MMGI in August 2001. Torbay Holdings will also
reimburse  MMGI for itemized and invoiced costs associated with the provision of
the  promotional  services.

     On  September  26,  2001, Torbay Holdings entered into a one-year Corporate
Financing  Consultancy  Agreement  with  Glenn  Michael  Financial  Inc.  to
specifically  assist  with  potential  financial  requirements,  mergers  and
acquisitions,  corporate  capitalization  and strategic development. The Company
agreed  to issue to Glenn Michael 500,000 shares of common stock valued at $.10
per  share  for  a  total  of  $50,000.

                                       10
<PAGE>

RESULTS  OF  OPERATIONS  FOR  THE  THREE  MONTHS  ENDED MARCH 31, 2002 AND
MARCH 31,  2001

     Torbay  Holdings incurred a  net loss of $51,427 for the three
months  ended March 31, 2002 compared to $16,488 for the three months ended
March 31, 2001.  The increase in net loss reflects the increase in operating
expenses  over  the prior period.  Torbay Holdings did not generate any revenues
for  the  three  months  ended  March 31, 2002.

     Torbay  Holdings'  other  selling,  general  and  administrative  expenses
decreased $2,666 to $7,155 for the three months ended March 31, 2002 from $9,821
for  the  three  months  ended  March  31,  2001. These decreases reflect Torbay
Holdings'  decision  to  curtail  its  operations until such time as it receives
financing  sufficient  for  it  to  implement  its  business  plan.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         Torbay  Holdings,  including its subsidiary  Designer  Appliances,  has
incurred  start-up  costs,  including  administrative  costs  and  research  and
development costs. To date, Torbay Holdings has received funds from sales of its
securities  and from loans.  It has primarily used the proceeds from the sale of
the  securities  of Designer  Appliances  (prior to becoming a  subsidiary)  for
payment  of  operating  costs to date.  Since  inception,  Torbay  Holdings  has
received an aggregate of $803,848 from the sale of its  securities  and $195,310
from loan proceeds. Designer Appliances issued promissory notes in an aggregate
amount of $161,650 for the cost of purchasing the  intellectual  property rights
to its  products,  which was repaid  in full  by  Torbay  Holdings  from
subscription proceeds in 1999.

     Torbay  Holdings  has  had  no  sales  and revenue. Since inception, Torbay
Holdings  and  its subsidiary Designer Appliances have focused on organizational
activities  and  research  and  development  of  Torbay  Holdings'  products and
marketing  strategies.  Management  estimates  that it will require between $0.5
million  and  $1.0  million for the calendar year 2002 to launch its Quill mouse
product.  The higher figure assumes payment on delivery and 90 days debtors, the
lower  figure  assuming  zero debtor days which reflects, though in the extreme,
the  expectation that most goods will be supplied on letters of credit. Although
the Company believes that Designer Appliances would require between $6.5 million
and  $18.2  million  on  the  same  basis  over  the  next  two years to support
manufacturing  and  marketing  operations  at  the  planned  levels,  management
anticipates  that revenue generation from the sales of the computer mouse, if at
the  levels anticipated, could generate cash to commence the introduction of the
Company's other products and allow for access to bank credit instruments thereby
reducing  the  extent  of  outside  funds  required.  These  figures  include an
allocation  of $1.11 million in capital expenditure, primarily for tooling costs
which  in early discussions with one potential manufacturer suggest may possibly
be  amortized  into the cost of product supply. Intellectual property rights and
development  costs  are  planned  at  $1.8  million and sales and marketing $6.2
million  for  this period. The acquisition of additional subsidiaries would also
require  additional  capital.

     Torbay  Holdings'  ability  to develop its operations is dependent upon its
receiving additional capital financing. Torbay Holdings may raise capital by the
sale  of  its equity securities, through an offering of debt securities, or from
borrowing  from  a  financial  institution.  Torbay  Holding's audited financial
statements raise substantial doubt about Torbay's ability to continue as a going
concern  if sufficient additional funding is not acquired or alternative sources
of  capital  developed  to  meet  Torbay's  working  capital  needs.


    The  Company  is  not  aware  of  any other material trend, event or capital
commitment,  which  would  potentially  adversely  affect  liquidity.

OTHER:

Except  for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of  sales  of the Company's
products,  the  competitive  environment  within  the  automotive  aftermarket
industry,  the  ability of the Company to continue to expand its operations, the
level  of  costs  incurred  in  connection with the Company's expansion efforts,
economic  conditions  and  the financial strength of the Company's customers and
suppliers.  Investors  are  directed  to  consider other risks and uncertainties
discussed  in  documents  filed  by the Company with the Securities and Exchange
Commission.


<PAGE>
Part  II  -  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     None.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS


Recent sale of unregistered securities.

     Some  of  the  holders  of  the  shares  issued below may have subsequently
transferred  or  disposed  of their shares and the list does not purport to be a
current  listing of the Company's stockholders. During the first quarter for the
2002  fiscal  year,  we  have  issued unregistered securities to the persons, as
described below. The Company believes that each transaction were exempt from the
registration  requirements  of  the  Securities Act of 1933 by virtue of Section
4(2)  thereof.  All  recipients had adequate access, through their relationships
with  us,  to  information  about  us.


     In  February 2002, the Company issued 61,000 shares of its common stock for
services  having  a  fair  value  of  $23,100.

     Additionally,  the  Company's board of directors authorized the issuance of
the  following  shares  of common sock which shares of common stock have not yet
been  issued  by  the  Company's  transfer  agent or physically delivered to the
respective  shareholders:

a.   The  Bonnaccorde Trust - 833,333 shares in exchange for the cancellation of
     a  $100,000  long-term  note;

b.   Alexander  Gordon  Lane - 297,063 shares in exchange for the forgiveness of
     loans  payable  in  the  amount  of  $35,647;

c.   William  Thomas  Large  -  333,333  shares  for  the cash purchase price of
     $40,000;

d.   Glen  Michaels  Financial, Inc. - In April, 2000 the Company issued 500,000
     shares  for  consulting  services  rendered  to  the  Company.


ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     None.

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

     None.

ITEM  5.     OTHER  INFORMATION

Subsequent events / recent financing

     The  Company  entered into a Securities Purchase Agreement on May 15, 2002,
with  several  institutional investors for the sale of the Company's 12% secured
convertible  debentures in the principal amount of $250,000 and the Company also
issued  warrants  to  purchase  an  aggregate  of  up  to  750,000 shares of the
Company's common stock. The terms of the convertible debentures provide for full
payment  on or before May 14, 2003, with interest of 12% per annum, which may be
converted  at  any  time  at  the  lesser of (i) $.05 or (ii) the average of the
lowest  three (3) trading prices during the 20 trading days immediately prior to
the  date  the  conversion  notice  is  sent,  divided  by two. The terms of the
warrants  entitle each investor to purchase shares of the Company's common stock
at  a  price  equal  to  the  lesser  of (i) the registration price and (ii) the
average  of  the  lowest three (3) trading prices during the twenty (20) trading
days  immediately  prior  to  exercise.
<PAGE>
     Under  a  related  registration  rights  agreement,  the  Company agreed to
register  all  of the shares underlying such convertible debentures and warrants
on  a  registration  statement  on Form SB-2 to be filed with the Securities and
Exchange  Commission.  The actual number of shares of common stock issuable upon
conversion  of  the  debentures  and  exercise  of  the  related  warrants  is
indeterminate, is subject to adjustment and could depend on factors which cannot
be  predicted  by  the  Company at this time including, among other factors, the
future  market  price  of  the  common  stock  and  the anti-dilution provisions
contained  in  the  agreement. The Company has reserved 28,000,000 shares of its
common  stock for issuance upon conversion of the convertible debentures and the
related  warrants.

     Under  the terms of the debentures and the related warrants, the debentures
are  convertible  and  the  warrants  are  exercisable by the holder only to the
extent  that  the  number  of  shares  of common stock issuable pursuant to such
securities,  together  with  the  number of shares of common stock owned by such
holder  and  its affiliates (but not including shares of common stock underlying
unconverted  shares of debentures or unexercised portions of the warrants) would
not exceed 4.9% of the then outstanding common stock as determined in accordance
with  Section  13(d)  of  the Exchange Act. This limitation may be waived by the
investors  upon  61  days  notice  to  the  Company.

     The  Securities  Purchase Agreement also places certain restrictions on the
Company's  ability  to  obtain additional financing. The agreement prohibits the
Company  until  the  later of 270 days from the date of closing or 180 days from
the  date  of an effective registration statement from obtaining financing which
would  involve  the  issuance of additional common stock without first obtaining
the  consent  of  the  investors.  In  addition,  the Company is prohibited from
entering  into  any  financial  arrangements which would involve the issuance of
common  stock  for  a  period  of  two  (2) years from the date the registration
statement  becomes effective, without first giving the investors the opportunity
to  purchase  an equal number of shares of common stock to maintain their equity
position  with  the  Company.

     As  of  May 15, 2002, (i) $250,000 of the debentures have been issued, none
of  which  have been converted, and (ii) 750,000 warrants have been issued, none
of  which  have been exercised. Pursuant to the terms of the Securities Purchase
Agreement, upon a registration statement being declared effective by the SEC and
upon  the  satisfaction  of  additional conditions by the Company, the investors
will  be obligated to purchase an additional debenture in the amount of $250,000
and  will  be  granted  warrants to purchase an additional 750,000 shares of the
Company's common stock. The conversion terms of the second convertible debenture
and  the exercise price of the additional warrants to purchase 750,000 shares of
common  stock  will be identical to the initial debenture and warrants as stated
above.

<PAGE>

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits


2.1      Agreement  and  Plan  of  Merger  between  Torbay  Acquisition
         Corporation  and  Torbay  Holdings, Inc.(1)

3.1      Certificate of Incorporation of Torbay Holdings, Inc., as amended(1)

3.2      By-Laws of Torbay Holdings, Inc.(1)

4.1      Certificate  of  Designation  with respect to Series 1  Convertible
         Preferred Stock of Torbay Holdings, Inc.(1)

4.2      Form of Common Stock Certificate(2)

10.1     Deed of  Assignment  of  Intellectual  Property  Rights by W.  Thomas
         Large to Designer Appliances Ltd. dated June 10, 1999(3)

10.2     Agreement among Michael Beard,  3T Designs Ltd. and Designer
         Appliances Ltd. dated June 12, 1999 with respect to registered and
         unregistered design rights (2)

10.3     Manufacturing Agreement between the Company and Dynapoint, Inc. dated
         April 16, 2002(4)

10.4     Intellectual Property Rights Purchase Agreement dated July 12, 2001(4)

10.5     Patent Assignment Agreement relating to "Fatigue Relief" dated
         July 12, 2001(4)

10.6     Securities  Purchase Agreement dated May 15, 2002 between AJW
         Partners, LLC,  New Millennium Capital Partners II, LLC, AJW/New
         Millennium Offshore, Ltd,  Pegasus  Capital  Partners,  LLC  and
         the  Company(5)

10.7     Form of Stock Purchase Warrant dated May 15, 2002(5)

10.8     Form of Secured Convertible Debenture dated May 15, 2002(5)

10.9     Security Agreement dated May 15, 2002(5)

10.10    Form of Registration Rights Agreement dated May 15, 2002 between AJW
         Partners, LLC, New Millennium Capital Partners II, LLC Millennium
         Capital Partners II, LLC, Pegasus Capital Partners, LLC and the
         Company(5)

______________
(1)  Incorporated  herein  by reference to the Current Report on Form 8-K, filed
     with  the  Securities  and  Exchange  Commission  on  November  12,  1999.

(2)  Incorporated herein by reference to the Registration Statement on Form SB-2
     (Registration  No.  333-93847),  filed  with  the  Securities  and Exchange
     Commission  on  December  30,  1999.

(3)  Incorporated  herein  by reference to Amendment No. 1 to the Current Report
     on Form 8-K/A, filed with the Securities and Exchange Commission on January
     10,  2000.

(4)  Incorporated herein by reference to the Company's Report on Form 10-KSB,
     filed with the Securities and Exchange Commission on April 29, 2002.

(5)  Incorporated herein by reference to the Company's Report on Form 10-QSB,
     filed with the Securities and Exchange Commission on May 15, 2002.


     (b)     Reports  on  Form  8-K

     The  Company  did not file any reports on Form 8-K for the first quarter of
the  2002  fiscal  year.


<PAGE>

                                 SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



TORBAY  HOLDINGS,  INC.

By: /s/  William  Thomas  Large
    ---------------------------

    William  Thomas  Large
    President  and  Chief  Executive  Officer
    (Principal  Executive  Officer  and  Principal  Accounting  Officer)



Date: August 22, 2002