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  ended June 30, 2002

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

For  the  transition  period  from  _____  to  _____

                         Commission file number 0-25417

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



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

                            4 MULFORD PLACE, SUITE 2G
                               HEMPSTEAD, NY 11550
                                011 44 1481 46044
                (Issuer's Telephone Number, Including Area Code)

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


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

Part  I  -  FINANCIAL  INFORMATION

ITEM  2.     FINANCIAL  STATEMENTS



                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002



<PAGE>



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



                                    CONTENTS
                                    --------




<PAGE>



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



                                    CONTENTS
                                    --------


PAGE     2     CONSOLIDATED  BALANCE  SHEETS  AS  OF  JUNE  30,  2002
               (UNAUDITED) AND DECEMBER 31, 2001

PAGE     3     CONSOLIDATED  STATEMENTS  OF  OPERATIONS  AND  OTHER
               COMPREHENSIVE  INCOME  (LOSS)  FOR  THE  THREE  AND  SIX
               MONTHS  ENDED  JUNE  30,  2002  AND  FOR  THE  PERIOD  FROM
               MARCH  24,  1999  (INCEPTION)  THROUGH  JUNE  30,  2002
               (UNAUDITED)

PAGES   4 - 5  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR  THE  SIX
               MONTHS  ENDED  JUNE  30,  2002  AND  2001  AND  FOR  THE  PERIOD
               FROM  MARCH  24,  1999  (INCEPTION)  THROUGH  JUNE  30,  2002
               (UNAUDITED)

PAGES   6 - 9  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  AS  OF
               JUNE 30, 2002 (UNAUDITED)

<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>
                                                          ASSETS
                                                          ------
                                                                                              June 30, 2002       December 31,
                                                                                               (Unaudited)          2001
                                                                                             ---------------  ----------------
CURRENT ASSETS
<S>                                                                                                 <C>              <C>
Cash                                                                                           $    61,521   $        45
Prepaid expenses                                                                                     9,821             -
                                                                                             ---------------  ----------------
Total Current Assets                                                                                71,342            45
                                                                                             ---------------  ----------------
PROPERTY AND EQUIPMENT - NET                                                                        23,654         1,015
                                                                                             ---------------  ----------------

OTHER ASSETS
Intangible assets - intellectual property rights and software                                       95,572        22,000
Deposits                                                                                             1,000         1,000
                                                                                             ---------------  ----------------
Total Other Assets                                                                                  96,572        23,000
                                                                                             ---------------  ----------------

TOTAL ASSETS                                                                                   $   191,568   $    24,060
                                                                                             ===============  ================
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                -------------------------------------------------


CURRENT LIABILITIES
Accounts payable and accrued expenses                                                          $   194,118   $   179,647
Loan payable - stockholder                                                                           9,663        24,985
Obligations under capital lease                                                                          -        14,351
Short-term loans                                                                                     3,817         3,614
Notes and loans payable - short-term                                                               300,000             -
                                                                                             ---------------  ----------------
Total Current Liabilities                                                                          507,598       222,597
                                                                                             ---------------  ----------------

LONG-TERM LIABILITIES
Notes and loans payable                                                                                  -       150,000
                                                                                             ---------------  ----------------
Total Long-Term Liabilities                                                                              -       150,000
                                                                                             ---------------  ----------------
TOTAL LIABILITIES                                                                                  507,598       372,597
                                                                                             ---------------  ----------------
PREFERRED STOCK TO BE ISSUED (220,000 SHARES)                                                            -        22,000
                                                                                             ---------------  ----------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.0001 par value, 20,000,000 shares authorized, 420,000 and none issued and
 outstanding, respectively                                                                              42             -
Common stock, $.0001 par value, 100,000,000 shares authorized, 18,764,729 and 16,400,000
 issued and outstanding, respectively                                                                1,876         1,640
Common stock to be issued (535,714 shares)                                                              54            50
Additional paid-in capital                                                                       1,826,077     1,128,326
Accumulated deficit during development stage                                                    (2,028,511)   (1,463,501)
Accumulated other comprehensive income                                                              (5,943)          448
Deferred consulting expense                                                                        (12,500)      (37,500)
Deferred interest and financing costs                                                              (97,125)            -
                                                                                             ---------------  ----------------
Total Stockholders' Equity (Deficiency)                                                           (316,030)     (370,537)
                                                                                             ---------------  ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                        $   191,568   $    24,060
-------------------------------------------------------                                      ===============  ================
</TABLE>
          See accompanying notes to consolidated financial statements.
                                        2
<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
   CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
   ---------------------------------------------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                 For the Three    For the Three    For the Six       For the Six
                                                 Months Ended     Months Ended     Months Ended      Months Ended
                                                 June 30, 2002    June 30, 2001    June 30, 2002    June 30, 2001
                                                ---------------  ---------------  ---------------  ---------------
<S>                                             <C>              <C>              <C>              <C>
INCOME                                          $            -   $            -   $            -   $            -
                                                ---------------  ---------------  ---------------  ---------------

EXPENSES
Consulting                                              69,750                -           85,350                -
Directors fees                                          26,000              106           31,500            3,208
Executive compensation                                       -          220,000                -          220,000
Depreciation and amortization                                -                -                -                -
Legal and professional fees                             88,555              (37)         111,727            3,528
Loss from impairment of intangible assets                    -                -                -                -
Loss on disposal of fixed assets                             -                -                -                -
Other selling, general and administrative               61,653            1,372           68,808           11,193
                                                ---------------  ---------------  ---------------  ---------------
Total Expenses                                         245,958          221,441          297,385          237,929
                                                ---------------  ---------------  ---------------  ---------------

LOSS FROM OPERATIONS                                  (245,958)        (221,441)        (297,385)        (237,929)
Less: Interest and financing costs                     267,625                -          267,625                -
                                                ---------------  ---------------  ---------------  ---------------

NET LOSS                                              (513,583)        (221,441)        (565,010)        (237,929)
---------

OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation gains/(losses)             (8,096)          (2,490)          (6,391)           3,348
                                                ---------------  ---------------  ---------------  ---------------

COMPREHENSIVE LOSS                              $     (521,679)  $     (223,931)  $     (571,401)  $     (234,581)
-------------------                             ===============  ===============  ===============  ===============

Net loss per common share - basic and diluted   $        (0.03)  $        (0.02)  $        (0.03)  $        (0.03)
                                                ===============  ===============  ===============  ===============

Weighted average number of common shares
outstanding - basic and diluted                     18,692,939       11,202,747       17,640,043        8,789,779
                                                ===============  ===============  ===============  ===============

                                               For the Period From
                                            March 24, 1999 (Inception)
                                                to June 30, 2002
                                                 ---------------
INCOME                                          $            -
                                                 ---------------
EXPENSES
Consulting                                             374,754
Directors fees                                         208,490
Executive compensation                                 220,000
Depreciation and amortization                           41,866
Legal and professional fees                            392,308
Loss from impairment of intangible assets              247,325
Loss on disposal of fixed assets                        16,568
Other selling, general and administrative              259,575
                                                 ---------------
Total Expenses                                       1,760,886
                                                ---------------

LOSS FROM OPERATIONS                                (1,760,886)
Less: Interest and financing costs                     267,625
                                                 ---------------

NET LOSS                                            (2,028,511)
--------

OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation gains/(losses)             (5,943)
                                                 ---------------

COMPREHENSIVE LOSS                              $   (2,034,454)
-------------------                              ===============

Net loss per common share - basic and diluted   $        (0.22)
                                                 ===============

Weighted average number of common shares
outstanding - basic and diluted                      9,262,676
                                                 ===============

</TABLE>


          See accompanying notes to consolidated financial statements.
                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  For The Six       For The Six    March 24, 1999
                                                                  Months Ended      Months Ended   (Inception) To
                                                                  June 30, 2002    June 30, 2001    June 30, 2002
                                                                 ---------------  ---------------  ---------------
<S>                                                                    <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                         $     (565,010)  $     (237,929)  $   (2,028,511)
Adjustments to reconcile net loss to net cash used in operating
 activities:
Depreciation and amortization                                               (56)               -           41,810
Deferred interest and financing costs recognized                         13,875                -           13,875
Stock issued for services and compensation                               50,100          220,000          307,600
Prepaid expenses written off                                                893                -              893
Deferred consulting                                                      25,000                -           25,000
Beneficial conversion feature on convertible debt                       250,000                -          250,000
Option deposit charged to operations                                          -                -           15,000
Loss on disposal of fixed assets                                              -                -           16,568
Loss on impaired assets                                                       -                -          247,325
Increase (decrease) in:
Accounts payable and accrued expenses                                     9,471           (1,029)         189,117
                                                                 ---------------  ---------------  ---------------
Net Cash Used In Operating Activities                                  (215,727)         (18,958)        (921,323)
                                                                 ---------------  ---------------  ---------------


CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits                                                                      -                -          (16,000)
Purchase of property and equipment                                      (17,583)               -          (23,514)
                                                                 ---------------  ---------------  ---------------
Net Cash Used In Investing Activities                                   (17,583)               -          (39,514)
                                                                 ---------------  ---------------  ---------------


CASH FLOWS FROM FINANCING ACTIVITIES:
Obligations (payments) under capital leases                             (14,351)          (1,436)         (30,042)
Proceeds from issuance of common stock                                    5,000                -          758,848
Short-term loans                                                            203                -            3,817
Subscriptions receivable                                                 40,000                -           90,000
Due to related party                                                          -                -          (81,987)
Due to creditors                                                              -                -         (161,650)
Proceeds from loans payable stockholders                                 20,325            2,035           45,310
Proceeds from issuance of notes and loans payable                       250,000                -          400,000
                                                                 ---------------  ---------------  ---------------
Net Cash Provided By Financing Activities                               301,177              599        1,024,296
                                                                 ---------------  ---------------  ---------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  (6,391)           4,859           (1,938)
                                                                 ---------------  ---------------  ---------------


(DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS                                                             61,476          (13,500)          61,521

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $       61,521   $            -   $       61,521
----------------------------------------                         ===============  ===============  ===============
Cash paid during the period for:
Interest                                                         $            -   $            -   $            -
                                                                 ===============  ===============  ===============
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        4
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (UNAUDITED)


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

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

During  the six months ended June 30, 2002, the Company issued 833,333 shares of
common  stock  valued  for financial accounting purposes at $.12 per share based
upon a recent cash offering price to settle a $100,000 note payable.  No gain or
loss  was  recognized  on  the  transaction.

During  the six months ended June 30, 2002, the Company issued 297,063 shares of
common  stock  valued  for financial accounting purposes at $.12 per share based
upon  a  recent  cash offering price to settle $35,647 of stockholder loans.  No
gain  or  loss  was  recognized  on  the  transaction.

During  the  six  months  ended June 30, 2002, the Company incurred a payable of
$5,000  for  the  acquisition  of  equipment.

During the six months ended June 30, 2002, the Company entered into an agreement
to  acquire  a software license agreement with an estimated useful life of three
years and one-year maintenance contract in exchange for 535,714 common shares to
be issued.  The shares were valued for financial accounting purposes at $.12 per
share  based  on the closing price on the effective date of the agreement for an
aggregate  value of $64,286, which the Company allocated $53,572 to the software
license  agreement  and  $10,714  to  the  maintenance  contract.


          See accompanying notes to consolidated financial statements.
                                        5


<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------
                                   (UNAUDITED)

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

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

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

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

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

In July 2001, the Company entered into a purchase agreement with two individuals
who  held  the intellectual property rights, software and know-how to a computer
mouse  known  as  the  "QUILL".  Under  the  terms of the agreement, the Company
acquired all of the sellers' rights, title and interest in the QUILL in exchange
for 220,000 Series 1 Convertible Preferred Shares.  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,
which  were  granted  in January 2002.  These preferred shares will convert 1:10
into  4,200,000  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 420,000 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  $42,000.  The  420,000 preferred shares were issued on April 22, 2002
(See  Note  4(A)).

The  cost  of the above intellectual property rights, software and know-how will
be amortized on a straight-line basis over a three-year period.  No amortization
has  been  provided  as  of  June 30, 2002, as the Company has not yet commenced
production  of  the  QUILL  (See  Note  5).

                                        6
<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------
                                   (UNAUDITED)


NOTE  3     CONVERTIBLE  DEBENTURES
-------     -----------------------

In  order  to provide working capital and financing for the Company's expansion,
as of May 15, 2002, the Company entered into a securities purchase agreement and
related  agreements  with  four  accredited investors (the "Purchasers") for the
purchase of $500,000 of the Company's 12% convertible debentures in two tranches
of  $250,000  each and due May 15, 2003.  The debentures bear interest at a rate
of  12%  per  annum,  payable  either  quarterly or at the time of conversion in
common  stock or cash at the option of the Purchasers.  As of June 30, 2002, the
Company  has received the first tranche and is indebted to the debenture holders
for  $250,000.  Interest expense on the debentures, in the amount of $3,750, has
been  accrued  and  charged  to  operations  for the period ended June 30, 2002.

As  part  of  the agreement, the Purchasers received three-year term warrants to
purchase  3  shares  of  the  Company's  common  stock  for  each $1.00 invested
exercisable  at  $.05 per share.  The fair value of the warrants issued amounted
to $111,000 using the Black-Scholes option pricing model in accordance with SFAS
123  with the following assumptions: dividend yield of zero, expected volatility
of  258%,  risk-free  interest  rate  of 4% and an expected life of three years.
Accordingly,  $13,875  has  been  recognized as interest and financing costs and
$97,125  has  been recorded as deferred financing costs which shall be amortized
over  the  remaining  life  of  the  convertible  debentures.

The  debentures  are  convertible  into  shares of common stock at the lesser of
$0.05  per share or the average of the lowest three intraday trading prices of a
share  of  common  stock  during  the  twenty trading days immediately preceding
conversion date discounted by 50%.  Pursuant to the rules and regulations of the
SEC  regarding  beneficial  conversion  features,  the  Company  has expensed as
interest  and  financing costs the excess of the fair market value of the common
stock at the debenture issuance date over the conversion price which amounted to
$250,000  (limited  to  total equity raised) and has been included in additional
paid-in  capital.

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

NOTE  4     STOCKHOLDERS'  DEFICIENCY
-------     -------------------------

(A)  PREFERRED  STOCK
---------------------

Under  an  agreement dated July 2001, the Company purchased certain intellectual
property  rights, software and know-how in exchange for 220,000 shares of Series
1  Convertible  Preferred Stock having a fair value of $22,000 (See Note 2).  In
January  2002, British patent rights were granted for the Quill, which obligated
the  Company  to  issue  an  additional 200,000 shares of preferred stock to the
sellers  under  the  terms of the agreement.  These shares (aggregating 420,000)
were  issued  by  the  Company  on  April  22,  2002.

                                        7
<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------
                                   (UNAUDITED)

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

In  September  2001,  the  Company  entered into a one-year financial consulting
agreement  whereby  it  will  issue 500,000 shares of common stock having a fair
value  of  $50,000  in  exchange  for  these services.  These common shares were
issued  in  April  2002  and  had  been reflected in the financial statements of
reporting  periods  prior  to  June 30, 2002, as common stock to be issued.  The
cost  of the services is being amortized over the one-year term of the agreement
and  the  unamortized  portion  has  been  deferred  and  shown  as  a contra to
stockholders'  deficiency.

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

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

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

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

In  May  2002,  the  Company  issued  40,000  shares of common stock for $5,000.

In  May  2002,  the  Company issued 300,000 common shares as a consultant fee in
connection  with  the  convertible  debentures  issued in May 2002 (See Note 3).

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

On  May  31,  2002,  the  Company  entered into an agreement to acquire computer
software and licenses and a one-year service contract for the establishment of a
website,  database  management for users and products, inventory management, and
point  of  sale  service.  The  seller  agreed that they would accept payment in
common  stock of the Company amounting to 535,714 shares to be issued subsequent
to  June  30,  2002  having an aggregate fair value of $64,286 based on the most
recent  closing price of $0.12 per share.  Based on the vendor's estimated price
for  the  software  and  service  contract,  a  pro  rata allocation was made to
intangible  assets of $53,572 and prepaid expenses of $10,714, respectively.  In
addition, $893 of expense was recognized for the portion of the service contract
that  was  used  as  of  June  30,  2002.


                                        8
<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------
                                   (UNAUDITED)

NOTE  5     MANUFACTURING  AGREEMENT
-------     ------------------------

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

NOTE  6     GOING  CONCERN
-------     --------------

As  reflected  in  the  accompanying  financial  statements,  the  Company  has
accumulated  losses  of $2,028,511 since inception, a working capital deficiency
of  $436,256  and  a  stockholders'  deficiency of $316,030.  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  funds  through  a  securities  purchase
agreement  for  up  to  $500,000 which will provide the Company with the working
capital  it  requires  to  implement  its  business  plan  (See  Notes 3 and 7).

NOTE  7     SUBSEQUENT  EVENTS
-------     ------------------

On  August 21, 2002, the Company received $55,000 of the second $250,000 tranche
(See  Note  3)  in  exchange  for 12% convertible debentures due August 20, 2003
under  terms  identical  to  those  in Note 3 and 165,000 warrants having a fair
value  of  $10,000 using the Black-Scholes model with the following assumptions:
dividend  yield of zero, expected volatility of 167%, risk-free interest rate of
3%  and  an  expected  life  of  three years.  The remaining $195,000 is due and
payable  within five business days following the effective date of the Company's
registration  statement.

On  October 29, 2002, the effective date of the agreement, the Company elected a
new  non-executive  member  to  the Company's Board of Directors.  In connection
with  this  election,  the  Company  granted  said  director  a  one-year option
exercisable  immediately  to  purchase  up  to  588,235 restricted shares of the
Company's  common  stock at $.085 per share.  The fair value of the warrants was
calculated using the Black-Scholes pricing model with the following assumptions:
dividend  yield of zero, expected volatility of 170%, risk-free interest rate of
2.0%  and  an  expected life of one year and amounted to $95,000, which shall be
recognized  during  the  fourth  quarter  of  2002.


                                        9
<PAGE>

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

FORWARD  LOOKING  STATEMENTS

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

OVERVIEW

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

                                       10
<PAGE>

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

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

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

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


RESULTS  OF  OPERATIONS  FOR  THE  SIX  MONTHS  ENDED JUNE 30, 2002 AND
JUNE 30,  2001

     Torbay  Holdings  incurred  a net loss of $565,010 for the six months ended
June  30,  2002 compared to $237,929 for the six months ended June 30, 2001. The
increase  in net loss reflects the increase in operating expenses over the prior
periods and is primarily associated with costs and allocations for the Company's
convertible  debenture  financing.

     Torbay Holdings did not generate any revenues for the six months ended June
30,  2002.

     Torbay  Holdings'  selling,  general  and administrative expenses increased
$60,281 to  $61,653 for the three months ended June 30, 2002 from $1,372 for the
three  months ended June 30, 2001. These increases is primarily due to increased
activity  for  preparation  of  product  sales.


                                       11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         Torbay  Holdings,  including its subsidiary  Designer  Appliances,  has
incurred  start-up  costs,  including  administrative  costs  and  research  and
development costs. To date, Torbay Holdings has received funds from sales of its
securities  and from loans.  It has primarily used the proceeds from the sale of
the  securities  of Designer  Appliances  (prior to becoming a  subsidiary)  for
payment  of  operating  costs to date.  Since  inception,  Torbay  Holdings  has
received an aggregate of $848,848 from the sale of its  securities  and $445,310
from loan proceeds. Designer Appliances issued promissory notes in an aggregate
amount of $161,650 for the cost of purchasing the  intellectual  property rights
to its  products,  which was repaid  in full  by  Torbay  Holdings  from
subscription proceeds in 1999.

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

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 May 14, 2003, with interest of 12% per
annum,  which may be converted at any time at the lesser of (i) $.05 or (ii) the
average  of  the  lowest  three  (3)  trading  prices during the 20 trading days
immediately prior to the date the conversion notice is sent, divided by two. The
terms  of the warrants entitle each investor to purchase shares of the Company's
common  stock  at  a price equal to the lesser of (i) the registration price and
(ii)  the  average of the lowest three (3) trading prices during the twenty (20)
trading  days  immediately prior to exercise. The Company and the Investors have
verbally agreed to amend the exercise price of the warrants held by the Investor
from  a  price  equal  to  the lesser of (i) the registration price and (ii) the
average  of  the  lowest three (3) trading prices during the twenty (20) trading
days  immediately prior to exercise to a fixed exercise price of $.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.

     As of  June 30, 2002, (i) $250,000 of the debentures have been issued, none
of  which  have been converted, and (ii) 750,000 warrants have been issued, none
of  which  have been exercised. Pursuant to the terms of the Securities Purchase
Agreement, upon a registration statement being declared effective by the SEC and
upon  the  satisfaction  of  additional conditions by the Company, the investors
will  be obligated to purchase an additional debenture in the amount of $250,000
and  will  be  granted  warrants to purchase an additional 750,000 shares of the
Company's common stock. The conversion terms of the second convertible debenture
and  the exercise price of the additional warrants to purchase 750,000 shares of
common  stock  will be identical to the initial debenture and warrants as stated
above.

     As  of  the date of this Quarterly Report, the Investor has verbally agreed
to  provide  the  Company  with  an  additional $55,000 for the purchase of the
Company  debentures leaving debentures in the amount of $195,000 to be purchased
by the Investor if and when the Company's registration statement on Form SB-2 is
declared  effective  by  the  SEC.  Counsel for the Company and the Investor are
preparing  documents  to  reflect  this  verbal  understanding.

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

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

Other Agreements

     On  May 31, 2002 the Company entered into an agreement with Cenicola-Helvin
Enterprises,  located  in  Las  Vegas,  Nevada  for Cenicola-Helvin to build the
Company's  Internet  Web  site.  The  agreement  is  for  a  term  of 12 months.
Cenicola-Helvin has agreed to accept payment in the form of an investment in the
Company's  common  stock.  The Company has agreed to issue 535,714 shares of the
Company's  common  stock  at  a value of $150,000,  with  registration  rights.

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.


                                       12
<PAGE>
Part  II  -  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     None.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS


Recent sale of unregistered securities.

     Some  of  the  holders  of  the  shares  issued below may have subsequently
transferred  or  disposed  of their shares and the list does not purport to be a
current  listing of the Company's stockholders. During the first quarter for the
2002  fiscal  year,  we  have  issued unregistered securities to the persons, as
described below. All recipients had adequate access, through their relationships
with  us,  to  information  about  us.

     On  May 22, 2002 the Company issued 2,003,729 shares if its common
stock to:

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

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

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

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

e.   Tony Marchant -  40,000 shares of common stock pursuant to cash receipt.


The  Company  believes  that  each  transaction  was  exempt  from
the registration  requirements  of  the  Securities Act of 1933 by virtue of
Section 4(2)  thereof.

     In  June  the  Company issued 300,000 shares if its common stock to the NIR
Group for consulting services rendered to the Company. The Company believes that
each  transaction  were  exempt  from  the  registration  requirements  of  the
Securities  Act  of  1933  by  virtue  of  Section  4(2)  thereof.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     None.

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

     None.

ITEM  5.     OTHER  INFORMATION
                                       13
<PAGE>

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits

             None

     (b)     Reports  on  Form  8-K

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


                                       14
<PAGE>

                                 SIGNATURES

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



TORBAY  HOLDINGS,  INC.

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

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


Date:  November 11, 2002

<PAGE>

                             CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002






In connection with the Quarterly Report of Torbay Holdings, Inc.
(the  "Company")  on  Form  10-QSB/A  for the period ending June 30, 2002, as
filed  with  the  Securities  and  Exchange  Commission  on the date hereof (the
"Report"),  the undersigned, Chief Executive Officer and Chief Financial Officer
of  the  Company,  certifies,  pursuant  to  18  U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

(1)  The Report fully complies with the requirements of section 3(a) or 15(d) of
     the  Securities  and  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



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

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

Dated: November 11, 2002

<PAGE>

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

     I,  Thomas Large,  certify  that:

     1.     I  have  reviewed  this  quarterly report on Form 10-QSB/A of
Torbay Holdings,  Inc.

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a) designed such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being  prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     c)  presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

     a)  all  significant  deficiencies  in  the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)  any  fraud,  whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


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

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

Dated: November 11, 2002