<PAGE>


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

                                   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 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>



<TABLE>
<CAPTION>





                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES



                                    CONTENTS

<S>                 <C>      <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  STATEMENTS  OF CASH FLOWS FOR THE SIX  MONTHS  ENDED JUNE 30,
                             2003 AND 2002

PAGES             4 - 7      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2003 (UNAUDITED)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                    --------
                                                                                         June 30, 2003         December 31, 2002
                                                                                          (Unaudited)
                                                                                       -------------------     -------------------
<S>                                                                                            <C>                     <C>
CURRENT ASSETS
 Cash                                                                               $             13,905    $             59,403
 Accounts receivable, net                                                                           -                      1,620
 Inventory                                                                                        55,228                  65,453
 Prepaid expense                                                                                  20,000                  15,748
                                                                                       -------------------     -------------------
     Total Current Assets                                                                         89,133                 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                                                                        $            208,481    $            263,842
------------                                                                            ===================     ===================

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                                              $            258,192    $            226,626
 Loan payable - officer                                                                            9,663                   9,663
 Notes payable                                                                                   481,750                 550,000
                                                                                       -------------------     -------------------
     Total Current Liabilities                                                                   749,605                 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 (3,000,000 and 539,568 shares, respectively)                              300                      54
 Additional paid-in capital                                                                    2,960,950               2,652,336
 Accumulated deficit                                                                          (3,386,238)             (3,035,354)
 Accumulated other comprehensive loss                                                            (11,825)                (12,657)
 Deferred equity based expense                                                                  (108,934)               (128,959)
                                                                                       -------------------     -------------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                                  (541,124)               (522,447)
                                                                                       -------------------     -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                      $            208,481    $            263,842
----------------------------------------------                                         ===================     ===================


     See accompanying notes to condensed consolidated financial statements.
                                        1

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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



                                                    For the Three      For the Three           For the Six         For the Six
                                                    Months Ended        Months Ended           Months Ended       Months Ended
                                                    June 30, 2003      June 30, 2002         June  30, 2003       June  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                                      17,958                   -                    29,688                      -
 Consulting fees                                        6,000                 69,750                100,750                 85,350
 Professional fees                                     31,282                 88,555                 44,294                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                        94,238                245,958                259,706                297,385
                                                 --------------    -------------------    -------------------    ------------------

LOSS FROM OPERATIONS                                  (67,628)              (245,958)              (224,659)              (297,385)

OTHER EXPENSES
 Interest and financing costs                          58,975                267,625                126,225                267,625
                                                 --------------    -------------------    -------------------    ------------------
       Total Other Expenses                            58,975                267,625                126,225                267,625
                                                 --------------    -------------------    -------------------    ------------------

NET LOSS                                             (126,603)              (513,583)              (350,884)              (565,010)

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

COMPREHENSIVE LOSS                             $     (131,792)  $           (521,679)  $           (350,052)  $           (571,401)
------------------
                                                 ==============    ===================    ===================    ==================

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


     See accompanying notes to condensed consolidated financial statements.
                                        2
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

                                                                                                 For The Six        For the Six
                                                                                                 Months Months      Months Ended
                                                                                                 June 30, 2003     June 30, 2002
                                                                                                ---------------    --------------
<S>                                                                                                <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                                    $       (350,884)   $     (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                                                                  98,125            13,875
  (Increase) decrease in:
  Inventory                                                                                            10,225
  Accounts receivable                                                                                   1,620
  Prepaid expenses                                                                                     (4,252)              893
  Deferred consulting                                                                                    -               25,000
  Beneficial conversion feature on convertible debt                                                      -              250,000
  Increase (decrease) in:
  Accounts payable and accrued expenses                                                                31,566             9,471
                                                                                                                   --------------
                                                                                                ---------------
       Net Cash Used In Operating Activities                                                         (104,180)         (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                                                     58,500           250,000
                                                                                                ---------------    --------------

       Net Cash Provided By Financing Activities                                                       65,500           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                                                                                   $           -       $         -
                                                                                                ===============    ==============

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.
                                        3
</TABLE>

<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) 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.

     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

                                       4

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

     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.

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.

     During the six months ended March 31, 2003, a portion of the notes payable
     in the amount of $126,750 was converted into 21,173,024 shares of common
     stock.

     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.

                                       5
<PAGE>
                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)

     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.
     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.

     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 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 $350,884, a negative cash flow
     from operations of $104,180, a working capital deficiency of $660,472 and a
     stockholders' deficiency of $541,124. 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.

                                       6
<PAGE>

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


     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 $58,500 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 $58,500, which is
     being amortized over the term on the note. Additionally, the Company issued
     117,000 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 $1,600 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.

NOTE 5   COMMITMENTS AND CONTINGENCIES

     During April 2003, the Company entered into agreement through which the
     Company is to receive a media package, which will include broadcast
     productions as well as print media placements. The total consideration to
     be paid is $150,000, of which $29,950 will be paid in cash and the balance
     in common stock. As of June 30, $20,000 has been paid. Production has not
     been completed and this amount is reflected as prepaid at June 30, 2003.

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.

                                       7

<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 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 world wide patent application for a computer mouse (known as the
"QUILL") that is thought to be beneficial to computer mice users with regards to
the area of treatment and prevention of repetitive strain injury.

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, of an under exploited opportunity in the
computer, household and domestic appliances markets. Because of the Company's
precarious financial condition and limited capital resources, it is currently
limiting its operations to the production and sale of the Quill Mouse 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 called 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.

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

The Company incurred a comprehensive loss of $131,792 and $350,052 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 comprehensive net loss reflects a slight reduction in the
professional costs associated with financing and the commencement of revenues of
Quill Mouse and related products.

The Company generated revenues of $31,926 and $43,627 for the three and six
months ended June 30, 2003, respectively, compared to no revenue for the same
period of 2002. All of these revenues resulted from the commencement of the
Company's sales of the QUILL.

The Company incurred operating expenses of $94,238 and $259,706 for the three
and six months ended June 30, 2003, respectively, compared to operating expenses
of $245,958 and $297,385 for the three and six months ended June 30, 2002,
respectively. This decrease in operating expenses for both the three and six
months ended June 30, 2003 was primarily due to refocusing expenditures on U.S.
product marketing activities and the reduction of expenses incurred outside of
these activities.

<PAGE>

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 $903,648
from the sale of its securities and $808,924 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 only minimal, though increasing, sales and revenue through
June 30, 2003 through indirect marketing programs, primarily via its web site,
as it develops recognition for its products and the knowledge of its brand
amongst the professional ergonomic industry. Since inception, the Company
including 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 IPR portfolio. The Company will consequently maintain a focus on
developing sales of its Quill Mouse 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, the Company has entered into co-marketing agreement with Balance
Systems, Inc., maker of the Flextend Orthotic Exercise Glove, to produce a
hybrid product offering called 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 cash flow needs 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

The Company entered into a 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 $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 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.

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.

On December 10, 2002 the Company received the final funding tranche under the
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.

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:
<PAGE>

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. As of
June 30, 2003, $126,750 of convertible debt has been converted into 21,173,024
shares of common stock.

The Company's ability to continue its operations is dependent upon its receiving
additional capital financing. 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
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.

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

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: August 19, 2003





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