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 ended March 31, 2001

[_]      TRANSITION REPORT UNDER SECTION 13 OR L5(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
                                011 44 1481 46044
                (Issuer's Telephone Number, Including Area Code)


                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

         Yes [X] No [_]

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

                                                                  OUTSTANDING AT
           CLASS                                                  MARCH 31, 2001
           -----                                                  --------------
Common Stock, par value $.0001                                       6,350,000


Transitional Small Business Disclosure Format (check one):

Yes [_]    No [X]



<PAGE>

                              TORBAY HOLDINGS, INC.

                FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
Part I - FINANCIAL INFORMATION....................................................................................1

Item 1.       Financial Statements................................................................................1


Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations...............5


Part II - OTHER INFORMATION.......................................................................................7


Item 1.        Legal Proceedings..................................................................................7


Item 2.        Changes in Securities and Use of Proceeds..........................................................7


Item 3.        Defaults Upon Senior Securities....................................................................7


Item 4.        Submission of Matters to a Vote of Security Holders................................................7


Item 5.        Other Information..................................................................................7


Item 6.        Exhibits and Reports on Form 8-K...................................................................7


SIGNATURES     ...................................................................................................8
</TABLE>

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

Forward Looking Statements

         This Quarterly Report on Form 10-QSB contains certain forward looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of Torbay Holdings, Inc. that are subject to
various factors discussed in Torbay Holdings' Registration Statement on Form
SB-2 and in Torbay Holdings' Form 10-KSB for the year ended December 31, 1999,
as amended, which could cause actual results to differ materially from these
estimates.

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



                                       ii
<PAGE>

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


                                    CONTENTS
                                    --------


PAGE    1     CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2001 (UNAUDITED) AND
              DECEMBER 31, 2000

PAGE    2     CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
              INCOME (LOSS) FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
              (UNAUDITED)

PAGE    3     CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
              MARCH 31, 2001 AND 2000 (UNAUDITED)

PAGE    4     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2001
              (UNAUDITED)




                                       iii
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                              AS OF MARCH 31, 2001
                              --------------------

<TABLE>
<CAPTION>
                                        ASSETS
                                        ------
                                                                                   March 31, 2001            December 31,
                                                                                    (Unaudited)                 2000
                                                                              ---------------------     --------------------
<S>                                                                                <C>                      <C>
CURRENT ASSETS
  Cash                                                                             $        --              $    13,500
                                                                                   -----------              -----------
     Total Current Assets                                                                   --                   13,500
                                                                                   -----------              -----------

PROPERTY AND EQUIPMENT - NET                                                            27,333                   28,813
                                                                                   -----------              -----------
OTHER ASSETS
  Deposits                                                                               1,000                    1,000
                                                                                   -----------              -----------
     Total Other Assets                                                                  1,000                    1,000
                                                                                   -----------              -----------

TOTAL ASSETS                                                                       $    28,333              $    43,313
------------                                                                       ===========              ===========


                         LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                         ----------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                            $   119,604              $   123,029
  Loan payable - stockholder                                                            14,700                   14,200
  Obligations under capital lease                                                        6,755                    7,120
                                                                                   -----------              -----------
     Total Current Liabilities                                                         141,059                  144,349
                                                                                   -----------              -----------
LONG-TERM LIABILITIES
  Notes and loans payable                                                              150,000                  150,000
  Obligations under capital leases                                                      19,234                   20,274
                                                                                   -----------              -----------
     Total Long-Term Liabilities                                                       169,234                  170,274
                                                                                   -----------              -----------

TOTAL LIABILITIES                                                                      310,293                  314,623
                                                                                   -----------              -----------

STOCKHOLDERS' DEFICIENCY

 Preferred stock, $.0001 par value, 20,000,000 shares authorized,
    700,000 Series 1 convertible shares issued and outstanding                              70                       70
 Common stock, $.0001 par value, 100,000,000 shares authorized,
    6,350,000 issued and outstanding                                                       635                      635
  Additional paid-in capital                                                           774,311                  774,311
  Accumulated deficit during development stage                                      (1,061,805)              (1,045,317)
  Accumulated other comprehensive loss                                                   4,829                   (1,009)
                                                                                   -----------              -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                                        (281,960)                (271,310)
                                                                                   -----------              -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                     $    28,333              $    43,313
----------------------------------------------                                     ===========              ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   For The Three       For The Three      March 24, 1999
                                                                    Months Ended        Months Ended      (Inception) To
                                                                   March 31, 2001      March 31, 2000     March 31, 2001
                                                                   --------------      --------------     --------------
<S>                                                                    <C>                 <C>                 <C>

INCOME                                                               $        --         $        --         $        --
                                                                     -----------         -----------         -----------
EXPENSES
 Directors fees                                                            3,102                  --             148,677
 Professional fees                                                         3,565              28,895             221,334
 Consulting fees                                                              --              28,270             251,904
 Depreciation and amortization                                                --                  --              41,532
 Loss from impairment of intangible assets                                    --                  --             247,325
 Other selling, general and administrative                                 9,821              11,150             151,033
                                                                     -----------         -----------         -----------

NET LOSS                                                                 (16,488)            (68,315)         (1,061,805)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                                5,838              (1,220)              4,829
                                                                     -----------         -----------         -----------

COMPREHENSIVE LOSS                                                   $   (10,650)        $   (69,535)        $(1,056,976)
------------------                                                   ===========         ===========         ===========

NET LOSS PER SHARE - BASIC AND DILUTED                               $        --         $     (0.01)        $      (.20)
                                                                     ===========         ===========         ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE
 PERIOD - BASIC AND DILUTED                                            6,350,000           5,100,000           5,230,108
                                                                     ===========         ===========         ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        2


<PAGE>

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

<TABLE>
<CAPTION>
                                                                            For The Three    For The Three    March 24, 1999
                                                                            Months Ended     Months Ended     (Inception) To
                                                                           March 31, 200    March 31, 2000    March 31, 2001
                                                                           -------------    --------------    --------------
<S>                                                                         <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                   $   (16,488)      $   (68,315)      $(1,061,805)
 Adjustments to reconcile net loss to net cash used in operating
   activities:
  Depreciation and amortization                                                   1,480                --            43,012
  Option deposit charged to operations                                               --                --            15,000
  Loss on impaired assets                                                            --                --           247,325
  Increase (decrease) in:
  Accounts payable and accrued expenses                                          (3,424)               --           119,604
                                                                            -----------       -----------       -----------
     Net Cash Used In Operating Activities                                      (18,432)          (68,315)         (636,864)
                                                                            -----------       -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposits                                                                           --                --           (16,000)
  Purchase of property and equipment                                                 --                --           (45,939)
                                                                            -----------       -----------       -----------
     Net Cash Used In Investing Activities                                           --                --           (61,939)
                                                                            -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Obligations (payments) under capital leases                                    (1,406)           (5,951)           25,988
  Proceeds from issuance of common stock                                             --            50,000           693,848
  Subscriptions receivable                                                           --                --            50,000
  Due to related party                                                              500           (13,049)          (81,487)
  Due to creditors                                                                   --                --          (161,650)
  Proceeds from loans                                                                --            14,200            14,200
  Proceeds from issuance of notes and loans payable                                  --            50,000           150,000
                                                                            -----------       -----------       -----------
     Net Cash Provided By Financing Activities                                     (906)           95,200           690,899
                                                                            -----------       -----------       -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                           5,838              (145)            7,904
                                                                            -----------       -----------       -----------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                (13,500)           26,740                --

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                             $    13,500       $    11,690       $        --
-----------------------------------------------                             -----------       -----------       -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                   $        --       $    38,430       $        --
                                                                            ===========       ===========       ===========
Cash paid during the period for:
  Interest                                                                  $        --       $        --       $        --
                                                                            ===========       ===========       ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        3


<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2001
                              --------------------


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,
       2000.

NOTE 2 LINE OF CREDIT
------ --------------

       The Company entered into a funding and share purchase agreement in April
       2000, as amended in April 2001, with a finance and investment company.
       The agreement stipulates that an interest free open line of credit for up
       to $10,000,000 will be established for the Company in exchange for an
       option to purchase 35% of the then issued and outstanding stock of the
       Company. The agreement calls for the Company to receive an initial draw
       down of $2,000,000 upon the establishment and execution of the line of
       credit. The option will be granted upon the date of the receipt of the
       funds. The option price is set at $2.85 per share and expires 90 days
       following the repayment of the credit provided. The line of credit has
       not been fully established and no funds have been received through the
       date of this report.

NOTE 3 GOING CONCERN
------ -------------

       As reflected in the accompanying financial statements, the Company has
       accumulated losses of $1,061,805 since inception and a working capital
       deficiency of $141,059. 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 an open line of credit for up to
       $10,000,000 in exchange for an option to purchase shares which will
       provide the Company with the funds it requires to implement its business
       plan (See Note 2).

                                        4

<PAGE>


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

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 agreements in principle to acquire Health
Smart, a business comprising valuable intellectual property rights in the area
of treatment and prevention of repetitive strain injury, as a subsidiary of
Designer Appliances. A second subsidiary company under consideration, although
full due diligence has yet to be completed, is Aquarius Ltd., a mobile tire and
toxic waste processing business. However, no such acquisitions will be completed
until Torbay Holdings raises additional capital sufficient to finance the
operations of newly acquired subsidiaries.

         Through Designer Appliances, Torbay Holdings has developed and intends
to market household appliances designed to be attractive to a premium, upscale
market. Management believes that they have identified an under exploited
opportunity in the premium-priced market for household and domestic appliances,
featuring attractively designed exteriors. There is no assurance that Torbay
Holdings will be able to successfully manufacture or market these items.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 31,
2000

         Torbay Holdings incurred a net loss of $16,488, for the three months
ended March 31, 2001 compared to $68,315, or $0.01 per share, for the three
months ended March 31, 2000. The decrease in net loss reflects the decrease in
operating expenses over the prior period. Torbay Holdings did not generate any
revenues for the three months ended March 31, 2001 or for the three months ended
March 31, 2000.

         Torbay Holdings' total operating expenses decreased $51,287 to $16,488
for the three months ended March 31, 2001 from $68,315 for the three months
ended March 31, 2000. This decrease in expenses is attributed primarily to a
$28,270 decrease in consulting fees and a $25,330 decrease in professional fees.
The decrease in professional fees reflects limited use of accounting and legal
professionals while Torbay Holdings awaits financing. The decrease in consulting
fees reflects the decreased use of consultants after the formation of Designer
Appliances, its merger into Torbay Holdings and the merger and acquisition by
Torbay Holdings of an inactive public company.

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 $743,848 from the sale of its securities and $164,200
from loan proceeds. Designer Appliances issued a promissory note in an aggregate
amount of $161,650 for the cost of



                                       5
<PAGE>

purchasing the intellectual property rights to its products, which has been
repaid in full by Torbay Holdings from subscription proceeds.

         Torbay Holdings has had insignificant 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 $5.5 million and $9.0 million for the calendar year 2001. 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. Designer Appliances will
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. These figures include an allocation of $1.11 million in capital
expenditure, primarily for tooling costs which in early discussions with one
potential manufacturer suggest may possibly be amortized into the cost of
product supply. Intellectual property rights and development costs are planned
at $1.8 million and sales and marketing $6.2 million for this period. The
acquisition of additional subsidiaries would also require additional capital.

         Torbay Holdings' ability to develop its operations is dependent upon
its receiving additional capital financing. Torbay Holdings may raise capital by
the sale of its equity securities, through an offering of debt securities, or
from borrowing from a financial institution. During April 2000, Torbay Holdings
entered into a share purchase agreement with Douglaston Investments Limited, a
finance and investment company. The agreement stipulates that an interest free
open line of credit for up to $10,000,000 will be established for Torbay
Holdings in exchange for an option to purchase 35% of its then issued and
outstanding stock. Funding was conditioned upon the company's common stock being
acceptable to trade in the public market. The option will be granted upon the
date of the receipt of the funds. The option price is set at $2.85 per share and
expires 90 days following the repayment of the credit provided.

         On April 9, 2001, Torbay Holdings received notice that the funding
under the agreement would be provided by Tillotson Pte Limited, an investment
partner of Douglaston Investments, and that an initial draw of $2.0 million on
the line of credit would be provided no later than April, 20, 2001. As of the
date of this report, Torbay Holdings had not received funding under the
agreement. However, Tillotson Pte Limited has informed Torbay Holdings that
funding under the agreement was imminent. Torbay Holdings believes that the line
of credit will allow it to meet its working capital needs for the next twelve
months.

         The financial statements appearing elsewhere in this report have been
prepared assuming that Torbay Holdings will continue as a going concern. Torbay
Holdings' ability to continue its operations is dependent upon its receipt of
revenues through sales of its products or through raising capital through debt,
equity financing, or borrowing. Torbay Holdings believes that the $10,000,000
open line of credit will be sufficient to pay its currently anticipated expenses
including payment of salaries, rent and payments to professionals and to
continue its developmental and marketing operations for the next 12 months. If
additional funds are required, Torbay Holdings will endeavor to sell additional
securities. If sufficient additional funding is not acquired, alternative
sources developed, or revenues from sales not received, Torbay Holdings could be
required to curtail its operations and there would be substantial doubt about
our ability to continue as a going concern.


                                       6
<PAGE>

Part II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  None




                                       7
<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, therunto 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:    May 21, 2001




                                       8