<PAGE>

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

                                  FORM 10-QSB/A
                                   (Mark One)

  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                 For the quarterly period amended June 30, 2003

       [ ] 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 Identification No.)
 Incorporation or Organization)


                            4 MULFORD PLACE, SUITE 2G
                               HEMPSTEAD, NY 11550
                                  516 292 2023

                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
         (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 [ ]

The Company had 52,551,113  shares of common stock  outstanding as of August 18,
2003.

Transitional Small Business Disclosure Format (check one):

Yes [ ] No [X]



<PAGE>

Part I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              TORBAY HOLDINGS, INC.
                                AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003

<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES


                                    CONTENTS


<TABLE>
<S>                <C>
PAGE      1        CONDENSED  CONSOLIDATED  BALANCE SHEETS AS OF JUNE 30, 2003  (UNAUDITED)  AND DECEMBER
                   31, 2002

PAGE      2        CONDENSED CONSOLIDATED  STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)

PAGE      3        CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'  DEFICIENCY FOR THE SIX MONTHS ENDED
                   JUNE 30, 2003 (UNAUDITED)

PAGE      4        CONDENSED  CONSOLIDATED  STATEMENTS  OF CASH FLOWS FOR THE SIX  MONTHS  ENDED JUNE 30,
                   2003 AND 2002

PAGES   5 - 10     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2003 (UNAUDITED)
</TABLE>



<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                   ASSETS
                                                                                        June 30, 2003      December 31,
                                                                                         (Unaudited)           2002
                                                                                         -----------       -----------
CURRENT ASSETS
<S>                                                                                      <C>               <C>
Cash                                                                                     $    13,905       $    59,403
Accounts receivable, net                                                                          --             1,620
Inventory                                                                                     55,228            65,453
Prepaid expense                                                                                   --            15,748
                                                                                         -----------       -----------
Total Current Assets                                                                          69,133           142,224
                                                                                         -----------       -----------

Property and equipment - net                                                                  20,337            22,661
                                                                                         -----------       -----------

OTHER ASSETS
Intangible assets - net                                                                       98,011            97,957
Deposits                                                                                       1,000             1,000
                                                                                         -----------       -----------
Total Other Assets                                                                            99,011            98,957
                                                                                         -----------       -----------

TOTAL ASSETS                                                                             $   188,481       $   263,842
                                                                                                           -----------
                                                                                         ===========       ===========

                LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                                    $   278,992       $   226,626
Loan payable - officer                                                                         9,663             9,663
Notes payable                                                                                533,250           550,000
                                                                                         -----------       -----------
Total Current Liabilities                                                                    821,905           786,289
                                                                                         -----------       -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock, $.0001 par value, 20,000,000 shares authorized, 420,000 issued and
outstanding                                                                                       42                42
Common stock, $.0001 par value, 100,000,000 shares authorized, 45,809,542 and
20,912,617 issued and outstanding, respectively                                                4,581             2,091
Common stock to be issued (3,500,000 and 539,568 shares, respectively)                           350                54
Additional paid-in capital                                                                 3,022,300         2,652,336
Accumulated deficit                                                                       (3,485,138)       (3,035,354)
Accumulated other comprehensive loss                                                         (11,825)          (12,657)
Deferred equity based expenses                                                              (163,734)         (128,959)
                                                                                         -----------       -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                                              (633,424)         (522,447)
                                                                                         -----------       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                           $   188,481       $   263,842
                                                                                         ===========       ===========
</TABLE>


See accompanying notes to condensed  consolidated financial statements.


                                        1

<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      AND OTHER COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                  For the Three       For the Three        For the Six       For the Six
                                                  Months Ended      Months Ended June   Months Ended June  Months Ended June
                                                  June 30, 2003         30, 2002            30, 2003          30, 2002
                                                   ------------       ------------       ------------       ------------
<S>                                                <C>                <C>                <C>                <C>
SALES, NET                                         $     31,926       $         --       $     43,627       $         --

COST OF SALES                                             5,316                 --              8,580                 --
                                                   ------------       ------------       ------------       ------------

GROSS PROFIT                                             26,610                 --             35,047                 --
                                                   ------------       ------------       ------------       ------------

OPERATING EXPENSES
Selling expenses                                         47,958                 --             59,688                 --
Consulting fees                                           6,000             69,750            100,750             85,350
Professional fees                                        77,282             88,555             90,294            111,727
Directors fees and compensation                          13,756             26,000             32,431             31,500
Other general and administrative                         25,242             61,653             52,543             68,808
                                                   ------------       ------------       ------------       ------------
Total Operating Expenses                                170,238            245,958            335,706            297,385
                                                   ------------       ------------       ------------       ------------

LOSS FROM OPERATIONS                                   (143,628)          (245,958)          (300,659)          (297,385)

OTHER EXPENSES
Interest and financing costs                             81,875            267,625            149,125            267,625
                                                   ------------       ------------       ------------       ------------
Total Other Expenses                                     81,875            267,625            149,125            267,625
                                                   ------------       ------------       ------------       ------------

NET LOSS                                               (225,503)          (513,583)          (449,784)          (565,010)

OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation gains/(losses)              (5,189)            (8,096)               832             (6,391)
                                                   ------------       ------------       ------------       ------------

COMPREHENSIVE LOSS                                 $   (230,692)      $   (521,679)      $   (448,952)      $   (571,401)
                                                   ============       ============       ============       ============

Net loss per common share - basic and diluted      $      (0.01)      $      (0.03)      $      (0.01)      $      (0.03)
                                                   ============       ============       ============       ============

Weighted average number of common shares
outstanding - basic and diluted                      39,951,962         18,692,939         32,028,625         17,640,043
                                                   ============       ============       ============       ============
</TABLE>


See accompanying notes to condensed  consolidated financial statements.


                                        2

<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                                    Common Stock To Be     Additional
                                     Preferred Stock              Common Stock             Issued            Paid-In
                                    Shares     Amount       Shares      Amount      Shares       Amount      Capital
                                 ----------- ----------- ----------- ----------- -----------  -----------  -----------
<S>                                  <C>     <C>          <C>        <C>             <C>      <C>          <C>
Balance, December 31, 2002           420,000 $        42  20,912,617 $     2,091     539,568  $        54  $ 2,652,336
Common shares issued                      --          --     539,568          54    (539,568)         (54)          --
Issuance of common stock
 for professional services                --          --   1,251,000         125          --           --       62,375
Stock issued for consulting
 services                                 --          --     350,000          35          --           --       20,965
Issuance of common stock
 for notes payable                        --          --  21,173,024       2,118          --           --      124,632
Shares issued for legal
 services                                 --          --   1,000,000         100          --           --        9,900
Shares issued for option
 exercised for cash                       --          --     583,333          58          --           --        6,942
Shares to be issued for
 consulting and advertising
 services                                 --          --          --          --   3,500,000          350       32,150
Deferred financing expense
 incurred                                 --          --          --          --          --           --      113,000
Amortization of deferred
financing expense                         --          --          --          --          --           --           --
Foreign currency
translation gain                          --          --          --          --          --           --           --
Net loss, 2003                            --          --          --          --          --           --           --
                                 ----------- ----------- ----------- ----------- -----------  -----------  -----------
Balance, June 30, 2003               420,000 $        42  45,809,542 $     4,581   3,500,000  $       350  $ 3,022,300
                                 =========== =========== =========== =========== ===========  ===========  ===========


<CAPTION>
                                   Deficit
                                  Accumulated   Accumulated  Deferred
                                    During        Other       Equity
                                  Development Comprehensive    Based
                                     Stage    Income (Loss)  Expenses      Total
                                  -----------  -----------  -----------  -----------
<S>                               <C>          <C>          <C>          <C>
Balance, December 31, 2002        $(3,035,354) $   (12,657) $  (128,959) $  (522,447)
Common shares issued                       --           --           --           --
Issuance of common stock
 for professional services                 --           --           --       62,500
Stock issued for consulting
 services                                  --           --           --       21,000
Issuance of common stock
 for notes payable                         --           --           --      126,750
Shares issued for legal
 services                                  --           --           --       10,000
Shares issued for option
 exercised for cash                        --           --           --        7,000
Shares to be issued for
 consulting and advertising
 services                                  --           --      (26,500)       6,000
Deferred financing expense
 incurred                                  --           --     (113,000)          --
Amortization of deferred
financing expense                          --           --      104,725      104,725
Foreign currency
translation gain                           --          832           --          832
Net loss, 2003                       (449,784)          --           --     (449,784)
                                  -----------  -----------  -----------  -----------
Balance, June 30, 2003            $(3,485,138) $   (11,825) $  (163,734) $  (633,424)
                                  ===========  ===========  ===========  ===========
</TABLE>

See accompanying notes to condensed  consolidated financial statements.

                                       3

<PAGE>



                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                 For The Six Months    For The Six Months
                                                                                Ended June 30, 2003   Ended June 30, 2002
                                                                                -------------------   -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>                <C>
 Net loss                                                                            $(449,784)         $(565,010)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                          9,920                (56)
  Common stock and warrants issued for services                                         99,500             50,100
  Deferred financing costs recognized                                                  104,725             13,875
  (Increase) decrease in:
  Inventory                                                                             10,225
  Accounts receivable                                                                    1,620
  Prepaid expenses                                                                      15,748                893
  Deferred consulting                                                                       --             25,000
  Beneficial conversion feature on convertible debt                                         --            250,000
  Increase (decrease) in:
  Accounts payable and accrued expenses                                                 52,366              9,471
                                                                                                        ---------
       Net Cash Used In Operating Activities                                          (155,680)          (215,727)
                                                                                     ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                                     (7,650)           (17,583)
                                                                                     ---------          ---------
       Net Cash Used In Investing Activities                                            (7,650)           (17,583)
                                                                                     ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Obligations (payments) under capital leases                                                --            (14,351)
 Proceeds from issuance of common stock                                                  7,000              5,000
 Short-term loans                                                                           --                203
 Subscriptions receivable                                                                   --             40,000
 Proceeds from loans payable stockholders                                                   --             20,325
 Proceeds from issuance of notes and loans payable                                     110,000            250,000
                                                                                     ---------          ---------
       Net Cash Provided By Financing Activities                                       117,000            301,177
                                                                                     ---------          ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                    832             (6,391)
                                                                                     ---------          ---------

INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                                      (45,498)            61,476

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                      $  59,403          $      45
                                                                                     ---------          ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                            $  13,905          $  61,521
                                                                                     =========          =========

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


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the six month period ended June 30, 2003, a portion of the notes  payable
in the amount of $126,750 was converted into 21,173,024 shares of common stock.

See accompanying notes to condensed  consolidated financial statements.


                                       4
<PAGE>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)


NOTE 1   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     (A) Basis of Presentation

     The accompanying  condensed  financial  statements  include the accounts of
     Torbay  Holdings,   Inc.  and  its  wholly  owned  subsidiaries,   Designer
     Appliances  Limited  and  Designer  Appliances,  Inc.  (collectively,   the
     "Company").   These  statements  have  been  prepared  in  accordance  with
     accounting  principles  generally  accepted in the United States of America
     for interim  financial  information and the instructions to Form 10-QSB and
     do not include all the  information  and  footnotes  required by accounting
     principles  generally accepted in the United States of America for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting of normal recurring accruals)  considered  necessary for a fair
     presentation  of the results for the interim  periods  have been  included.
     Operating  results  for  the  six  months  ended  June  30,  2003  are  not
     necessarily  indicative  of the results  that may be expected  for the year
     ended December 31, 2003. The accompanying  condensed consolidated financial
     statements  and  the   information   included  the  heading   "Management's
     Discussion and Analysis"  should be read in conjunction  with the Company's
     consolidated  financial  statements  and  related  notes  included  in  the
     Company's Form 10-KSB for the year ended December 31, 2002.

     (B) Advertising

     The Company expenses the production costs of advertising the first time the
     advertising takes place, except for direct-response  advertising,  which is
     capitalized and amortized over its expected period of future  benefits.  As
     of June 30, 2003, $30,000 of advertising expense has been recognized.

     (C) Revenue Recognition

     Revenue from sales of products is recognized  when goods are shipped to our
     customers   after  an  arrangement  has  been  made,  the  price  has  been
     determined, and collectibility is reasonably assured.

     (D) Recent Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments  and Hedging  Activities".  SFAS No. 149 amends and
     clarifies  financial  accounting and reporting for derivative  instruments,
     including  certain  derivative  instruments  embedded  in  other  contracts
     (collectively  referred to as derivatives) and for hedging activities under
     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities".  The changes in SFAS No. 149 improve  financial  reporting  by
     requiring that contracts with comparable  characteristics  be accounted for
     similarly.  This  statement  is  effective  for  contracts  entered into or
     modified  after June 30, 2003 and all of its  provisions  should be applied
     prospectively.  In May  2003,  the  Financial  Accounting  Standards  Board
     ("FASB") issued Statement of Financial  Accounting  Standards  ("SFAS") No.
     150, "Accounting For Certain Financial  Instruments with Characteristics of
     both  Liabilities  and  Equity".  SFAS No. 150 changes the  accounting  for
     certain financial  instruments with characteristics of both liabilities and
     equity that,  under previous  pronouncements,  issuers could account for as
     equity. The new accounting guidance contained in SFAS No. 150 requires that
     those instruments be classified as liabilities in the balance sheet.



                                       5
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)


     SFAS  No.  150  affects  the  issuer's   accounting   for  three  types  of
     freestanding  financial  instruments.  One type is  mandatorily  redeemable
     shares,  which the issuing company is obligated to buy back in exchange for
     cash or other  assets.  A second  type  includes  put  options  and forward
     purchase contracts,  which involves  instruments that do or may require the
     issuer to buy back some of its shares in exchange for cash or other assets.
     The third type of instruments that are liabilities  under this Statement is
     obligations that can be settled with shares, the monetary value of which is
     fixed,  tied solely or  predominantly to a variable such as a market index,
     or varies  inversely  with the value of the issuers'  shares.  SFAS No. 150
     does not apply to features embedded in a financial instrument that is not a
     derivative in its entirety.

     Most of the  provisions of Statement 150 are  consistent  with the existing
     definition of  liabilities  in FASB Concepts  Statement No. 6, "Elements of
     Financial  Statements".  The  remaining  provisions  of this  Statement are
     consistent  with the FASB's proposal to revise that definition to encompass
     certain  obligations  that a reporting entity can or must settle by issuing
     its own shares. This Statement shall be effective for financial instruments
     entered  into or  modified  after  May 31,  2003  and  otherwise  shall  be
     effective at the beginning of the first interim period beginning after June
     15, 2003,  except for  mandatorily  redeemable  financial  instruments of a
     non-public  entity,  as to which the effective  date is for fiscal  periods
     beginning after December 15, 2003.

     Management does not expect the impact of these  statements'  pronouncements
     to have a material impact on the Company's  consolidated financial position
     or results of operations.

NOTE 2   STOCKHOLDERS' DEFICIENCY

     Common Stock

     On February 5, 2003,  the Company  entered  into a two-month  non-exclusive
     agreement with a consultant to provide  strategic  planning  services.  The
     agreement  called for the  consultant  to receive  up to  2,000,000  shares
     whereby  1,251,000  shares of S-8  registered  shares  were issued upon the
     effective  date of the agreement  for the initial  period.  This  agreement
     expired on April 4, 2003 and has not been  extended.  The 1,251,000  shares
     were  issued  on  February  5, 2003 and  valued  for  financial  accounting
     purposes  at  $62,500,  the fair  market  value of the common  stock on the
     effective date of the agreement based on concurrent cash offerings.




                                       6
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)


     During the six months ended June 30, 2003,  an aggregate of $126,750 of the
     notes payable issued on May 15, 2002 were converted into 21,173,024  shares
     of common stock.  The aggregate  amounts  converted and average  conversion
     price per share  during  each  month is as  follows:  January - $20,000  at
     $.0169;  February - $10,000 at $.0145;  March - $30,000 at $.0079;  April -
     $16,050 at $.0035; May - $29,200 at $.0043; and June - $21,500 at $.0053.

     On February  6, 2003,  the Company  entered  into a one-year  non-exclusive
     agreement with a consultant to provide  strategic  planning  services.  The
     agreement  calls for the consultant to receive 250,000 shares of restricted
     common  stock upon the  effective  date of the  agreement  for the  initial
     period. The 250,000 shares were valued for financial accounting purposes at
     $15,000, the fair market value of the common stock on the effective date of
     the agreement based on concurrent  cash  offerings,  and were issued in the
     second quarter.  The consultant is entitled to an additional 500,000 shares
     upon the  consultant's  identifying and introducing and the Company closing
     on agreements with European community contacts.

     On February 7, 2003,  the Company  entered  into an  agreement  whereby the
     Company  received the exclusive  license of software named NIB Version 1.0,
     which automatically  actuates contextual menus in computer programs without
     the need to use or click a computer  mouse button.  In  consideration,  the
     Company  has  agreed to issue  100,000  shares of common  stock  valued for
     financial  accounting  purposes  at $6,000,  the fair  market  value of the
     common stock on the  effective  date of the  agreement  based on concurrent
     cash  offerings.  The shares were issued in the second  quarter.  Also, the
     Company is required to pay royalty  payments to the consultant at a rate of
     $3 per copy of the software that is distributed in any manner.  The minimum
     royalties  are $500 for the second  quarter  of 2003,  $1,000 for the third
     quarter  for 2003,  $2,000  for the  fourth  quarter of 2003 and $3,000 per
     quarter  thereafter.  The term of the  agreement is perpetual  provided the
     Company continues to pay the royalty payments within 120 days after the end
     of each quarter and abides by the other terms of the agreement.

     On April 21, 2003, the Company  entered into an agreement with a consultant
     whereby the consultant is to analyze and provide  advice and  introductions
     as  to  both  short  and  long-term  strategic  business  plans,   business
     development,  marketing and communications.  In consideration,  the Company
     has agreed to issue  3,000,000  shares of common stock valued for financial
     accounting  purposes at $24,000  (the fair market value of the common stock
     on the effective date of the agreement based on concurrent cash offerings),
     of which $6,000 has been  recognized as consulting  expense and $18,000 has
     been  included  in equity  as  deferred  equity  based  expense.  The chief
     executive  officer has made available  3,000,000 shares of his common stock
     to be transferred to the consultant.  These shares are to be repaid to him,
     and are reflected as to be issued at June 30, 2003.




                                       7
<PAGE>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)

     During April 2003,  the Company  issued  1,000,000  shares of common stock,
     valued for financial  accounting purposes at $10,000, the fair market value
     of the common stock, as consideration for legal services.

     During June 2003, the Company  issued  583,333 shares of restricted  common
     stock for options exercised for cash proceeds of $7,000.

NOTE 3   GOING CONCERN

     As  reflected  in  the  accompanying   condensed   consolidated   financial
     statements,  the Company has a net loss of $449,784,  a negative  cash flow
     from operations of $155,680, a working capital deficiency of $752,772 and a
     stockholders' deficiency of $633,424. These factors raise substantial doubt
     about its  ability  to  continue  as a going  concern.  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.

     Management's  plans include obtaining  additional  financing for which they
     are currently in active  negotiations with several  financing  institutions
     and increasing sales of the Quill computer mouse.

NOTE 4   NOTES PAYABLE

     During the second quarter of 2003, the Company received  $110,000  pursuant
     to a debenture  offering.  The debentures  contained similar terms to those
     issued during 2002.  They are  convertible at a 50% discount to fair market
     value and are due in one year. As a result of the conversion provision, the
     Company has recorded a beneficial conversion feature of $110,000,  which is
     being amortized over the term on the note. Additionally, the Company issued
     220,000 common stock  purchase  warrants.  The warrants are  exercisable at
     $0.03 per share for a period of five years. These warrants have been valued
     at $3,000 and this amount is being amortized over the term of the note.

     Certain of the Company's  notes came due during the second quarter of 2003.
     The Company has received a six-month extension on these notes,  pursuant to
     the placement of the additional debentures described above.

     The following schedule reflects notes payable as of June 30, 2003:



                                       8
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)




<TABLE>
<S>                                                                                            <C>
     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of     $           123,250
      common stock, unsecured, due May 15, 2003 (net of conversion of $126,750)

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due August 21, 2003                                                          55,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due December 10, 2003                                                       195,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due April 16, 2004                                                           50,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due May 13, 2004                                                             25,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due June 20, 2004                                                            35,000

     Note payable,  non-interest  bearing,  convertible to shares of common stock at $1.50
      per share, unsecured, due March 23, 2003 (this note is currently being renegotiated)                  50,000
                                                                                                  ------------------
         Total                                                                                 $           533,250
                                                                                                  ==================
</TABLE>


NOTE 5   COMMITMENTS AND CONTINGENCIES

     On June 5, 2003,  the Company  finalized  an  agreement  through  which the
     Company  is to  receive  a media  package,  which  will  include  broadcast
     productions as well as print media placements.  The consideration  includes
     $30,000 for advertising  production  costs,  payable in $10,000  increments
     based on completion of certain milestones by the consultant. As of June 30,
     2003, all of the production  milestones have been  completed.  Accordingly,
     $30,000 of selling expense was  recognized,  of which $10,000 has been paid
     and $20,000 has been included in accrued expenses.  The consideration  also
     includes  500,000  shares of common stock to be issued  having an aggregate
     fair market value of $8,500 (based on the closing trading price on the date
     the agreement was  finalized)  for  advertising  communication  costs.  The
     expense related to the shares has been deferred and shall be recognized the
     first time the advertising takes place,  which occurred in August 2003. The
     deferred  expense  has been  included in  stockholders'  equity as deferred
     equity based expense.



                                       9
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)

NOTE 6   SUBSEQUENT EVENTS

     Subsequent to June 30, 2003 a portion of the notes payable in the amount of
     $30,100 was converted into 5,258,817 shares of common stock.

     During  July 2003,  the Company  received  additional  funding  pursuant to
     convertible  debentures of $140,000 (net of $96,500 after finance costs and
     professional fees).

     On July 16, 2003, the Company entered into a distribution  agreement with a
     publishing company that will distribute the Company's products in Japan and
     also to the Pacific Rim.



                                       10
<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.  The
accompanying notes are an integral part of the condensed  consolidated financial
statements.


OVERVIEW

Torbay Holdings, Inc. 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 two subsidiaries,
Designer Appliances Ltd. ("Designer  Appliances") and Designer Appliances,  Inc.
("DAI") (a Delaware  corporation).  Torbay  Holdings has  acquired  intellectual
property  rights  including a UK granted  patent and other patent  applications,
both design and  utility  that are sought to be  protected  by world wide patent
applications  for a range of  technologies in the area a computer mouse products
(known as "QUILL MOUSE" and associated products). In addition, the Company holds
an exclusive license to proprietary  software and additional  software,  that it
has  developed  , and is thought to be  beneficial  with  regards to the area of
causation  and relief of  repetitive  strain  injuries for  computer  users that
utilize a mouse..

The  Company  intends  to market and sell only  products  that are  designed  to
attract a premium,  upscale market.  Management  believes that it has identified
several   products,   including   the   Quill,   the   Quill-Well   Mouse   Mat,
E-Quill-Liberator  Nib software and  E-Quill-Liberator  Carpal Management System
software  that are an under  exploited  opportunity  in the  computer  appliance
markets of both  domestic and  corporate  areas.  In addition,  the Company owns
intellectual  property  rights to vacuum  cleaners and fans.  As a result of the
Company's  precarious  financial condition and limited capital resources,  it is
delaying  exploitation  of and  is  currently  limiting  its  operations  to the
production and sale of the Quill Mouse products and related software.

The Company  acquired the rights to the Quill in July 2001 from two  individuals
who held the intellectual property rights, software and know-how to the product.
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.  The
preferred shares were issued on April 22, 2002.

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 to the UK were  granted in
January 2002 and the 200,000 preferred shares were issued on April 22, 2002.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

Gross Profit

For the three and six months ended June 30, 2002, the Company  generated revenue
of $31,926 and $43,627,  respectively,  as compared to no revenue  generated for
the three and six months  ended June 30,  2002.  In  addition,  the Company also
incurred  a cost of sales  expense  of $5,316  and  $8,580 for the three and six
months  ended June 30, 2003,  respectively,  as compared to no cost of sales for
the three and six months  ended June 30,  2002.  The  increase in the  Company's
revenues  and  cost of sales  resulted  from  the  commencement  of sales by the
Company of its Quill Mouse and related accessories. The Company did not generate
revenue from sales to related parties.


<PAGE>

Operating Expenses

For the three and six months ended June 30, 2003, the Company incurred operating
expenses of $143,628 and $300,659 as compared to operating  expenses of $245,958
and $297,385  for the three and six months ended June 30, 2002.  The increase in
the  Company's  operating  expenses  for the six months  ended June 30,  2003 as
compared to the six months  ended June 30, 2002 was  primarily  the result of an
increase in consulting fees in connection with various  financings  entered into
by the  Company as well as an  increase in selling  expenses.  This  increase in
consulting fees and selling  expenses for the six months ended June 30, 2003 was
partially offset by a decrease in professional fees.

Comprehensive Loss

The Company incurred a comprehensive loss of $230,692 and $448,952 for the three
and six months  ended June 30,  2003,  respectively,  compared to  $521,679  and
$571,401  for the three and six months ended June 30,  2002,  respectively.  The
decrease in the  comprehensive  loss for the three and six months ended June 30,
2003 as compared  to June 30,  2002 is the result of a decrease in interest  and
financing  costs as well as the  increase  in sales for the three and six months
ended June 30, 2003.

Cash Position

Operating Activities

During the six months ended June 30,  2003,  as compared to the six months ended
June 30, 2002,  the Company used  $155,680 and  $215,727,  respectively  to fund
operating   activities.   This  decrease  of  $60,047  was  the  result  of  the
commencement  of the  sale of the  Quill  Mouse in  addition  to a  decrease  in
interest and financing  costs related to the cost  recognized as a result of the
issuance of the secured convertible debentures.

Investing Activities

During the six months ended June 30,  2003,  as compared to the six months ended
June 30,  2002,  the  Company  used  $7,650 and  $17,583,  respectively  to fund
investing  activities.  This decrease of $9,933 was the result of an increase in
capital expenditures.

Financing Activities

During the six months ended June 30,  2003,  as compared to the six months ended
June 30, 2002, the Company generated  $117,000 and $301,177,  in connection with
financing activities.  This decrease of $184,177 was the result of a decrease in
the sale of  secured  convertible  debentures,  shares of common  stock and note
payables during the six months ended June 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company,  including its subsidiary Designer Appliances Limited, has incurred
start-up  costs,  including  administrative  costs and research and  development
costs,  while  realizing  limited  operating  revenue.  To date, the Company has
funded  operations  primarily  from the proceeds of sales of its  securities and
from loans.  Since inception,  the Company has received an aggregate of $967,148
from the sale of its  securities  and  $794,810  from  loan  proceeds.  Designer
Appliances  Limited issued  promissory  notes in an aggregate amount of $161,650
for the cost of purchasing  the  intellectual  property  rights to its products,
which were repaid in full from subscription proceeds in 1999.

The Company has had minimal though increasing sales and revenue through June 30,
2003  through  indirect  marketing  programs,  primarily  via its  website as it
develops  recognition  for its products and a knowledge of its brand amongst the
professional ergonomic industry. Since inception, the Company and its subsidiary
Designer  Appliances  Limited  have  focused on  organizational  activities  and
research  and  development  of the  Company'  products  and the  development  of
marketing  strategies.  At the end of 2002, the Company commenced production and
shipment of its Quill mouse product.  Management estimates that it would require
between  $6.5  million  and $18.2  million  over the next two  years to  support
manufacturing  and marketing  operations of all the products in its intellectual
property rights portfolio,  which include vacuum cleaner and other  intellectual
property  rights  bearing  domestic  appliances.  The Company will  consequently
maintain a focus on  developing  sales of its Quill Mouse and  related  products
and, to this end, has introduced two new products:

         o        Nib  software,  which  performs a high  percentage of computer
                  mouse  clicks  for the  users  and  subject  to its  effective
                  utilization; and

         o        The Quill Well Mouse mat.

In addition it has also  entered  into a  co-marketing  agreement  with  Balance
Systems Inc,  maker of the FlexTend  Orthotic  Exercise  Glove to produce hybrid
product offering called:


<PAGE>

         o        The Carpal Management System.

Revenues  generated by sales of the QUILL where possible will be used to further
develop QUILL sales until a cash flow positive and profit positive  position can
be  established  at  sustainable  levels so  allowing  for access to bank credit
instruments,  thereby reducing the extent of external  financing  required.  The
estimated amount of working capital that the Company will need, to implement the
commercialization  and distribution  over the next 1 year of the QUILL Mouse, at
current  operational  levels,  and in the  absence  of sales,  is  approximately
$500,000.  There are no planned  acquisitions of additional  subsidiaries during
the next 12-month period.

Recent Financing

May 2002 Financing

The Company entered into second Securities  Purchase  Agreement on May 15, 2002,
with  several  institutional  investors  (the  "Investors")  for the sale of the
Company's 12% secured convertible debentures in the principal amount of $500,000
and the Company also issued warrants to purchase an aggregate of up to 1,500,000
shares of the Company's  common stock.  The terms of the convertible  debentures
provide for full payment on or before  November 14, 2003,  with  interest of 12%
per annum. The debentures 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  warrants  entitle each  investor to purchase  shares of the  Company's
common  stock at a price equal to $.05 per share.  The Company  utilized the net
proceeds  generated  from the sale of the  secured  convertible  debentures  for
working capital and marketing purposes.

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.

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.

On December 10, 2002 the Company  received the final  funding  tranche under the
May 2002 Securities  Purchase  Agreement,  the gross amount received totaling of
$500,000, before expenses, and issued the balance of all debentures and warrants
provided for under this agreement.

April 2003 Financing

To obtain  funding  for our ongoing  operations,  we entered  into a  Securities
Purchase Agreement with four accredited investors on April 16, 2003 for the sale
of (i)  $250,000  in  convertible  debentures  and (ii)  warrants to buy 500,000
shares of our common stock.  The investors have provided us with an aggregate of
$250,000 as follows:

         o        $50,000 was disbursed on April 16, 2003;

         o        $25,000 was disbursed on May 13, 2003;

         o        $35,000 was disbursed on June 20, 2003; and

         o        $140,000 was disbursed on July 18, 2003.


<PAGE>

Accordingly,  we have  received a total of $250,000  pursuant to the  Securities
Purchase  Agreement.  The Company  utilized the net proceeds  generated from the
sale of the secured  convertible  debentures  for working  capital and marketing
purposes.

The  debentures  bear  interest  at 12%,  mature  on one  year  from the date of
issuance,   and  are   convertible   into  our  common  stock,  at  the  selling
stockholders'  option,  at the lower of (i) $0.05 or (ii) 50% of the  average of
the three  lowest  intraday  trading  prices for the common stock on a principal
market for the 20 trading days before but not  including  the  conversion  date.
Accordingly,  there is in fact no limit on the  number of shares  into which the
debentures  may be converted.  Except as otherwise  noted,  the  investors  were
accredited  investors and transfer was  restricted by Torbay in accordance  with
the  requirements  of the Securities Act of 1933. In addition the investors were
provided with access to our Securities and Exchange Commission filings.

As of the end of  this  period  monthly  interest  applicable  on an  amount  of
$623,250  at 12% per annum  relates  to  $6,232  per  month,  and is paid by the
issuance of stock,  which can increase or decrease in value based on the trading
of the stock during that month,  thereby resulting in fewer or more shares being
issued to cover those payments.

The  Company's   ability  to  continue  its   operations,   in  the  absence  of
significantly  increased  revenues from sales,  is dependent upon its ability to
generate sales and in that absence it is dependent upon receiving sufficient and
additional capital financing until such levels of sales are achieved to generate
a positive  cash flow.  The Company may raise  capital by the sale of its equity
securities,  through an offering of debt  securities,  or from  borrowing from a
financial  institution.  The Company's  financial  statements raise  substantial
doubt about its ability to continue as a going  concern if  sufficient  revenues
are not generated or additional  funding is not acquired or alternative  sources
of capital developed to meet its working capital needs.

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

Contractual Commitments:

As of the June 30,  2003 the  contractual  commitments  of the  Company  were as
follows.

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
        Entity          Purpose               Amount               Duration              Comment
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                   <C>                  <C>
Insurance Broker        Corp & Product        $1,385.85            10 Months
                        Liability insurance                        Commencing Nov
----------------------- --------------------- -------------------- --------------------- --------------------
Lease Financing         Car Lease/Purchase    $534                 36 months (Feb 03)
----------------------- --------------------- -------------------- --------------------- --------------------
Stock Transfer Agent    Stock transfer        $450                 On-going
----------------------- --------------------- -------------------- --------------------- --------------------
Insurance Agent         $1M key man           $535.92              Until cancelled
                        insurance policy on
                        CEO
----------------------- --------------------- -------------------- --------------------- --------------------
Web hosting             Web hosting           $250                 On-going
----------------------- --------------------- -------------------- --------------------- --------------------
Misc marketing and      Free Phone            Les than $250 per    On-Going.
support subscriptions   numbers/  search      month total
                        engine enhancement,
                        automated support
                        systems
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

As of June 30, 2003, the Company has secured convertible  debentures outstanding
as follows:


<TABLE>
<CAPTION>
                                                                                              Warrants
                                                                                             Issued in
                                                                                             Connection
                                         Issued                                                 with
                                       Convertible    Principal    Principal     Accrued    Convertible
Date of Issuance   Date of Maturity     Debenture     Redeemed    Amount Due    Interest     Debenture
------------------------------------- -------------- ------------ ------------ ------------ -------------
<S>                         <C>       <C>            <C>          <C>           <C>           <C>
First Issuance              11/14/03  $500,000.00    $101,500.00  $398,850.00   $60,000.00       750,000
---------------
 (May 2002)

Second                      4/16/04    250,000.00      51,600.00   198,400.00    30,000.00       500,000
-------
Issuance
 (April 2003)
                                      -------------- ------------ ------------ ------------ -------------
                   Total               750,000.00     153,100.00   597,250.00    90,000.00     1,250,000
                                      -------------- ------------ ------------ ------------ -------------
</TABLE>

<PAGE>

                           Part II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not aware of any  currently  pending  legal  proceeding or that a
governmental authority is contemplating any commencing a proceeding.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent sale of unregistered securities.

We believe that each  transaction  listed below was exempt from the registration
requirements  of the  Securities  Act of 1933 by virtue of Section 4(2) thereof,
Regulation D promulgated thereunder. All recipients had adequate access, through
their relationships with us, to information about us. 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.

To obtain  funding  for our ongoing  operations,  we entered  into a  Securities
Purchase Agreement with four accredited investors on April 16, 2003 for the sale
of (i)  $250,000  in  convertible  debentures  and (ii)  warrants to buy 500,000
shares of our common stock.  The investors have provided us with an aggregate of
$250,000 as follows:

         o        $50,000 was disbursed on April 16, 2003;

         o        $25,000 was disbursed on May 13, 2003;

         o        $35,000 was disbursed on June 20, 2003; and

         o        $140,000 was disbursed on July 18, 2003.

Accordingly,  we have  received a total of $250,000  pursuant to the  Securities
Purchase Agreement.

The  debentures  bear  interest  at 12%,  mature  on one  year  from the date of
issuance,   and  are   convertible   into  our  common  stock,  at  the  selling
stockholders'  option,  at the lower of (i) $0.05 or (ii) 50% of the  average of
the three  lowest  intraday  trading  prices for the common stock on a principal
market for the 20 trading days before but not  including  the  conversion  date.
Accordingly,  there is in fact no limit on the  number of shares  into which the
debentures  may be converted.  Except as otherwise  noted,  the  investors  were
accredited  investors and transfer was  restricted by Torbay in accordance  with
the  requirements  of the Securities Act of 1933. In addition the investors were
provided with access to our Securities and Exchange Commission filings.

In addition,  in April 2003, the Company issued 1,000,000 shares of common stock
to one  individual  in  consideration  for legal  services  provided  valued for
financial accounting purposes at $10,000.

In June 2003,  the Company sold 583,333 shares of common stock to one individual
in consideration for gross proceeds in the amount of $7,000.

ITEM 3. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the  participation of
our  management,  including the chief executive  officer,  or CEO, and principal
financial  officer,  or PFO, of the effectiveness of the design and operation of
our disclosure procedures.  Based on that evaluation, our management,  including
the CEO and PFO,  concluded  that our disclosure  controls and  procedures  were
effective as of June 30,  2003.  There have been no  significant  changes in our
internal  control over  financial  reporting in the second  quarter of 2003 that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal control over financial reporting.

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

None.

ITEM 5. OTHER INFORMATION

None.



<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1  Certification  of the Chief  Executive  Officer  and  Principal  Financial
Officer of Torbay Holdings,  Inc. pursuant to Section 302 of the  Sarbanes-Oxley
Act of 2002.

32.1  Certification  of the Chief  Executive  Officer  and  Principal  Financial
Officer of Torbay Holdings,  Inc. pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002.

(b) Reports on Form 8-K

The  Company  did not file any  reports  on Form 8-K for the  second  quarter of
fiscal 2003.



<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: William Thomas Large
----------------------------------------------
Name: William Thomas Large
Title: President and Chief Executive Officer
(Principal Executive Officer and Principal Accounting Officer)

Date: October 10, 2003