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

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

For  the  quarterly  period  ended  September  30,  2001

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

For  the  transition  period  from  _____  to  _____

                         Commission file number 0-25417

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

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

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

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

     Yes  X  No __

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

                                      OUTSTANDING AT
   CLASS                             SEPTEMBER 30, 2001
   -----                            ------------------
Common Stock, par value $.0001         15,550,000

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


<PAGE>
                              TORBAY HOLDINGS, INC.

              FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2001

                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----
Part  I  -  FINANCIAL  INFORMATION

Item  1.     Financial  Statements                                            1
Item  2.     Management's Discussion and Analysis of Financial Condition
                and Results  of  Operations                                   6

Part  II  -  OTHER  INFORMATION
Item  1.     Legal  Proceedings                                               9
Item  2.     Changes  in  Securities  and  Use  of  Proceeds                  9
Item  3.     Defaults  Upon  Senior  Securities                               9
Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders      9
Item  5.     Other  Information                                               9
Item  6.     Exhibits  and  Reports  on  Form  8-K                            9

SIGNATURES                                                                   10
----------------------------


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, 2000,
as  amended,  which  could  cause actual results to differ materially from these
estimates.

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

                                         i


<PAGE>

Part  I  -  FINANCIAL  INFORMATION

ITEM  2.     FINANCIAL  STATEMENTS

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
<TABLE>
<CAPTION>
                                    CONTENTS
<S>      <C>                           <C>

PAGE      1   CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001
              (UNAUDITED) AND DECEMBER 31, 2000

PAGE      2   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
              LOSS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001
              AND 2000 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
              SEPTEMBER 30, 2001 (UNAUDITED)

PAGE      3   CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
              ENDED SEPTEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM
              MARCH 24, 1999 (INCEPTION) TO SEPTEMBER 30, 2001 (UNAUDITED)

PAGES 4 - 5   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER
              30, 2001 (UNAUDITED)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 TORBAY HOLDINGS, INC. AND SUBSIDIARY
                                    (A DEVELOPMENT STAGE COMPANY)
                                     CONSOLIDATED BALANCE SHEETS
                                     ---------------------------
                                                ASSETS
                                                ------
                                                                          September 30,  December 31,
                                                                              2001          2000
                                                                           ------------  ------------
                                                                           (Unaudited)
<S>                                                                            <C>           <C>
CURRENT ASSETS
  Cash                                                                     $         -   $    13,500
                                                                             ------------  ------------
    Total Current Assets                                                             -        13,500
                                                                           ------------  ------------

PROPERTY AND EQUIPMENT - NET                                                    28,460        28,813
                                                                           ------------  ------------
OTHER ASSETS
  Deposits                                                                       1,000         1,000
                                                                           ------------  ------------
    Total Other Assets                                                           1,000         1,000
                                                                           ------------  ------------

TOTAL ASSETS                                                               $    29,460   $    43,313
-------------                                                              ============  ============

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

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                    $   140,345   $   123,029
  Loan payable - stockholder                                                    17,235        14,200
  Obligations under capital lease                                                7,032         7,120
                                                                           ------------  ------------
    Total Current Liabilities                                                  164,612       144,349
                                                                           ------------  ------------
LONG TERM LIABILITIES
  Notes and loans payable                                                      150,000       150,000
  Obligations under capital leases                                              20,026        20,274
                                                                           ------------  ------------
    Total Long-Term Liabilities                                                170,026       170,274
                                                                           ------------  ------------
TOTAL LIABILITIES                                                              334,638       314,623
                                                                           ------------  ------------
STOCKHOLDERS' DEFICIENCY
  Preferred stock, $.0001 par value, 20,000,000 shares authorized, 700,000
     Series 1 convertible shares issued and outstanding                              -            70
  Common stock, $.0001 par value, 100,000,000 shares authorized,
     16,150,000 and 6,350,000 issued and outstanding                             1,615           635
  Additional paid-in capital                                                 1,053,401       774,311
  Accumulated deficit during development stage                              (1,359,588)   (1,045,317)
  Accumulated other comprehensive income (loss)                                   (606)       (1,009)
                                                                           ------------  ------------
TOTAL STOCKHOLDERS' DEFICIENCY                                                (305,178)     (271,310)
                                                                           ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                             $    29,460   $    43,313
-------------------------------------------------                          ============  ============


                                      -1-
</TABLE>

<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
          ------------------------------------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                    For the Period
                                            For the Three                                                               From
                                                Months         For the Three     For the Nine       For the Nine    March 24, 1999
                                                Ended           Months Ended     Months Ended       Months Ended   (Inception) to
                                             September 30,     September 30,     September 30,       September 30,  September 30,
                                                 2001              2000              2001               2000             2001
                                          ------------------  ----------------  ---------------   ----------------  -------------
<S>                                                 <C>            <C>               <C>                 <C>             <C>
INCOME                                     $               -   $            -   $            -     $           -     $          -
                                          ------------------  ----------------  ---------------   ----------------  --------------

EXPENSES
 Consulting                                                -            7,315                -           108,723          251,904
 Directors fees                                       20,961           12,000           24,170            27,260          169,744
 Executive compensation                                    -                -          220,000                 -          220,000
 Depreciation and amortization                             -              777                -             2,425           41,532
 Legal and professional fees                          32,449           62,598           35,976           119,528          253,745
 Loss from impairment of intangible assets                 -                -                -                 -          247,325
 Other selling, general and administrative            22,934           27,965           34,127            54,392          175,338
                                          ------------------  ----------------  ---------------   ----------------  --------------

TOTAL EXPENSES                                        76,344          110,655         (314,273)          312,328       (1,359,588)
                                          ------------------  ----------------  ---------------   ----------------  --------------

NET LOSS                                             (76,344)        (110,655)        (314,273)         (312,328)      (1,359,588)

OTHER COMPREHENSIVE INCOME/(LOSS)
  Foreign currency translation gains/                 (1,733)          (9,251)            (606)          (20,705)            (606)
  (losses)                                 ------------------  ----------------  ---------------   ----------------  --------------

COMPREHENSIVE LOSS                         $         (78,077)  $     (119,906)   $    (314,879)    $    (333,033)     $(1,360,194)
--------------------                       ==================  ================  ===============   ================  ==============

Net loss per common share - basic          $               -   $         (.02)   $       (0.03)    $       (0.06)     $     (0.20)
 and diluted                               ==================  ================  ===============   ================  ==============

Weighted average number of common shares
 outstanding - basic and diluted                  16,032,609        5,150,000       11,230,586         5,150,000        6,897,505
                                           ==================  ================  ===============   ================  ==============

          See accompanying notes to consolidated financial statements.

                                      -2-
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                 TORBAY HOLDINGS, INC. AND SUBSIDIARY
                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 -------------------------------------
                                              (UNAUDITED)
                                                                                              Cumulative From
                                                                For the Nine    For the Nine   March 24, 1999
                                                                Months Ended    Months Ended   (Inception) to
                                                                September 30,   September 30,   September 30,
                                                                     2001           2000            2001
                                                                -------------   -------------   -------------
<S>                                                               <C>                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                                      $  (314,272)    $  (312,328)    $(1,359,588)
 Adjustments to reconcile net loss to net cash used in operating
   activities:
 Depreciation and amortization                                           353           2,456          41,885
 Stock issued for executive compensation                             220,000               -         220,000
 Option deposit charged to operations                                      -               -          15,000
 Loss on impaired assets                                                   -               -         247,325
 Increase (decrease) in:
 Accounts payable and accrued expenses                                17,317          54,418         140,345
                                                                -------------   -------------   -------------
   Net Cash Used In Operating Activities                             (76,602)       (255,454)       (695,033)
                                                                -------------   -------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Deposit on potential investment                                           -               -         (16,000)
 Purchase of property and equipment                                        -               -          (5,931)
                                                                -------------   -------------   -------------
   Net Cash Used In Investing Activities                                   -               -         (21,931)
                                                                -------------   -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Obligations (payments) under capital leases                            (336)        (29,124)        (12,951)
 Proceeds from issuance of common stock                               60,000               -         753,848
 Proceeds from stockholder loans                                       3,035          14,200          17,235
 Due to related party                                                      -         (12,614)        (81,987)
 Due to creditors                                                          -               -        (161,650)
 Subscription receivable                                                   -          50,000          50,000
 Proceeds from issuance of notes and loans payable                         -          50,000         150,000
 Proceeds from line of credit                                              -         177,980               -
                                                                -------------   -------------   -------------
   Net Cash Provided By Financing Activities                          62,699         250,442         714,495
                                                                -------------   -------------   -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  403           3,942           2,469
                                                                -------------   -------------   -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (13,500)         (1,070)              -

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                       13,500          11,690               -
                                                                -------------   -------------   -------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                       $          -    $     10,260    $          -
------------------------------------------                      =============   =============   =============

Cash paid during the period for:
 Interest                                                       $          -    $          -    $      4,417
                                                                =============   =============   ==============
          See accompanying notes to consolidated financial statements.

                                      -3-

</TABLE>
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2001
                            ------------------------

NOTE  1     BASIS  OF  PRESENTATION
-------    ------------------------

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,
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 an 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.

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 $2,000,000 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.  Because
of  the  the  significant  delays  in  closing the financing transaction, Torbay
Holdings  no longer believes that such financing will be received.  As a result,
Torbay  Holdings  is  actively  seeking additional financing from other parties.

NOTE  3     EQUITY
-------     ------

During  May 2001, the Company issued 2,200,000 common shares valued at $0.10 per
share  for  executive  compensation.  In  addition,  the  700,000  outstanding
preferred  shares  were  converted  to  7,000,000  common  shares  at par value.


                                      -4-

<PAGE>

In  August 2001, the Company issued 600,000 shares of restricted common stock at
$0.10  per  share  for  cash  proceeds  of  $60,000.

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

As  reflected  in  the  accompanying  financial  statements,  the  Company  has
accumulated  losses  since inception of $1,359,588, a working capital deficiency
of $164,612, stockholders' deficiency of $305,178 and cash used in operations of
$76,602.  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 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 Notes 2 and 5).

NOTE  5     AGREEMENTS
-------     ----------

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

In July 2001, the Company entered into a purchase agreement with two individuals
who  hold  the intellectual property rights, software and know-how to a computer
mouse  known  as  the "KAT".  Under the terms of the agreement, the Company will
acquire  all  of the sellers' rights, title and interests in the KAT in exchange
for  220,000  super  convertible  preferred  shares.  These  shares  will  be
convertible  into  2,200,000  shares  of  common  stock upon the satisfaction of
certain  financial performance requirements under the agreement's terms.  In the
event  that  the financial performance requirements are not achieved within five
years  from  the  signing  of  the  agreement,  then these preferred shares will
convert  to  220,000  shares  of  common  stock.  As  of September 30, 2001, the
preferred  shares  have  not  been  issued  by  the  Company.

On  September  26,  2001,  Torbay  Holdings  entered  into  a one-year corporate
financing  consultancy  agreement  with  Glenn  Michael  Finanacial,  Inc.  to
specifically  assist  with  potential  financial  requirements,  mergers  and
acquisitions,  corporate  capitalization  and  strategic  development. For these
future  services  Glenn  Michaels  will  receive 500,000 shares of common stock.

                                      -5-
<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 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.

     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.

     In  July  2001,  Torbay Holdings entered into a purchase agreement with two
individuals  who hold the intellectual property rights, software and know-how to
a  computer  mouse  known as the "KAT". Under the terms of the agreement, Torbay
Holdings  acquired all of the sellers' rights, title and interests in the KAT in
exchange  for  220,000  super convertible preferred shares. These shares will be
convertible  into  2,200,000  shares  of  common  stock upon the satisfaction of
certain  financial  performance requirements under the agreement's terms. In the
event  that  the financial performance requirements are not achieved within five
years  from  the  signing  of  the  agreement,  then these preferred shares will
convert  to 220,000 shares of common stock. As of August 15, 2001, the preferred
shares  have  not  been  issued  by  Torbay  Holdings.

     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. For these
future  services,  Glenn  Michael  will  receive 500,000 shares of common stock.

RESULTS  OF  OPERATIONS  FOR  THE  THREE  MONTHS  ENDED  SEPTEMBER  30, 2001 AND
SEPTEMBER  30,  2000

     Torbay  Holdings incurred a comprehensive net loss of $78,077 for the three
months  ended September 30, 2001 compared to $119,906 for the three months ended
September 30, 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  September 30, 2001 or for the three months ended
September  30,  2000.

                                      -6-

<PAGE>

     Torbay  Holdings' total operating expenses decreased $41,829 to $76,344 for
the  three  months  ended  September 30, 2001 from $110,655 for the three months
ended  September 30, 2000. This decrease was primarily due to a $30,149 decrease
in  legal and accounting fees. These decreases reflect Torbay Holdings' decision
to  curtail  its  operations until such time as it receives financing sufficient
for  it  to  implement  its  business  plan.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER
30,  2000

     Torbay Holdings incurred a comprehensive net loss of $314,879, or $0.03 per
share,  for  the  nine  months ended September 30, 2001 compared to $333,033, or
$0.06  per share, for the nine months ended September 30, 2000.  The decrease in
net  loss  reflects  the decrease in operating expenses and a decrease in losses
due to foreign currency translations over the prior period.  Torbay Holdings did
not  generate  any  revenues for the nine months ended September 30, 2001 or for
the  nine  months  ended  September  30,  2000.

     Torbay  Holdings' total operating expenses increased $1,945 to $314,273 for
the nine months ended September 30, 2001 from $312,328 for the nine months ended
September  30,  2000.  This decrease was due primarily to a $108,723 decrease in
consulting  fees, a $83,552 decrease in professional fees and a $20,265 decrease
in selling, general and administrative expenses. 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. The decrease in professional fees
and  general,  selling  and  administrative  expenses  reflects Torbay Holdings'
decision  to  curtail  its  operations  until such time as it receives financing
sufficient for it to implement its business plan. These decreases were partially
offset  by  an $220,000 increase in compensation expense reflecting the issuance
of  2,200,000  shares  of  common  stock  to executive officers and directors of
Torbay  Holdings  as  compensation  for  past  services.

     Foreign  currency translation losses decreased $20,099 to $606 for the nine
months ended September 30, 2001 from $20,705 for the nine months ended September
30,  2000  due to a more favorable exchange rate between the U.S. dollar and the
British  pound.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Torbay  Holdings has had insignificant sales and revenue.  Since inception,
Torbay  Holdings  and  its  subsidiary  Designer  Appliances  have  focused  on
organizational  activities  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 2002.  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.

                                      -7-
<PAGE>

     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.
Because  of  the  the  significant  delays in closing the financing transaction,
Torbay  Holdings  no longer believes that such financing will be received.  As a
result,  Torbay  Holdings  is  actively  seeking additional financing from other
parties.

     In  August  2001,  Torbay Holdings sold 600,000 shares of restricted common
stock  to  a  foreign  investment entity at $0.10 per share for cash proceeds of
$60,000 as interim financing. Torbay Holdings is currently negotiating with this
entity  for  additional financing in the amount of $2,000,000. As of the date of
this  report,  no  agreement for additional financing has been reached and there
can  be no assurance that any such agreement will be reached on terms acceptable
to  Torbay  Holdings  or  at  all.

     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.  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.

                                      -8-
<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.

                                      -9-
<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:     December 21, 2001




                                      -10-