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, 2007




o
      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.
                Employerincorporation
                or organization)
            Identification
                No.)




P.O.
      BOX
      1117, LONG BEACH, NEW YORK 11561


(Address
      of principal executive offices)





516-747-5955


(Issuer's
      Telephone Number)





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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o  No x.





The
      Company had 152,837,900 shares of common stock outstanding as of May 11,
      2007.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):


Yes
o No
x





INDEX





PART
      1 -
      FINANCIAL INFORMATION




PageCondensed
                consolidated balance sheet as of March 31, 2007
                (unaudited)
            
            
            F-1Condensed
                consolidated statements of operations and other comprehensive
                lossfor
                the three months ended March 31, 2007 and 2006 (unaudited)
            
            
            F-2Condensed
                consolidated statements of cash flows for the three months
                endedMarch
                31, 2007 and 2006 (unaudited)
            
            
            F-3Notes
                to condensed consolidated financial statements as of March 31,
                2007and
                2006 (unaudited)
            
            
            F-4Item
                2. Management's Discussion and Analysis or Plan of Operation
            
            
            2Item
                3. Controls and Procedures
            
            
            13PART
                2 - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            
            13Item
                2. Unregistered Sales of Equity Securities and Use of Proceeds
            
            
            13Item
                3. Defaults Upon Senior Securities
            
            
            13Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            13Item
                5. Other Information
            
            
            13Item
                6. Exhibits
            
            
            14Signatures
            
            
            15









**PART
      1 - FINANCIAL
      INFORMATION**


**Item
      1. Financial
      Statements**


**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**MARCH
      31, 2007**


**(UNAUDITED)**







**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            21,593Accounts
                receivable
            
            
            3,947Inventory
            
            
            27,902Prepaid
                expenses
            
            
            5,119Total
                Current Assets
            
            
            58,561**PROPERTY
                AND EQUIPMENT - NET**
            
            
            4,753**OTHER
                ASSETS**Intangible
                assets - net
            
            
            33,394Deposits
            
            
            3,500Total
                Other Assets
            
            
            36,894**TOTAL
                ASSETS**
            
            $
            100,208**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            337,372Customer
                advance
            
            
            1,599Advances
                payable - related party
            
            
            34,000Advance
                payable - other
            
            
            15,000Note
                payable
            
            
            50,000Total
                Current Liabilities
            
            
            437,971**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                DEFICIENCY**Preferred
                stock, $.0001 par value, 20,000,000 shares authorized, 420,000 shares
                issued and outstanding
            
            
            42Common
                stock, $.0001 par value, 250,000,000 shares authorized, 152,837,900
                shares
                issued and outstanding
            
            
            15,284Additional
                paid-in capital
            
            
            5,986,508Accumulated
                deficit
            
            
            (6,307,420
            )Accumulated
                other comprehensive loss
            
            
            (32,177
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            (337,763
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            $
            100,208





See
      accompanying notes to condensed consolidated financial statements.





F-1




**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**AND
      OTHER COMPREHENSIVE LOSS**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006**


**(UNAUDITED)**




2007
            
            2006**SALES,
                NET**
            
            $
            66,747
            
            $
            77,718**COST
                OF SALES**
            
            
            16,819
            
            
            25,026**GROSS
                PROFIT**
            
            
            49,928
            
            
            52,692**OPERATING
                EXPENSES**Selling
            
            
            12,555
            
            
            22,280Consulting
                fees
            
            
            **-**
            
            
            86,750Professional
                fees
            
            
            20,740
            
            
            42,353Compensation
            
            
            20,287
            
            
            72,255Other
                general and administrative
            
            
            41,932
            
            
            82,324Total
                operating expenses
            
            
            95,514
            
            
            305,962**LOSS
                FROM OPERATIONS**
            
            
            (45,586
            )
            
            (253,270
            )**OTHER
                EXPENSE**Interest
                expense
            
            
            (657
            )
            
            **-****NET
                LOSS**
            
            
            (46,243
            )
            
            (253,270
            )**OTHER
                COMPREHENSIVE LOSS**Foreign
                currency translation loss
            
            
            (235
            )
            
            (1,316
            )**COMPREHENSIVE
                LOSS**
            
            $
            (46,478
            )
            $
            (254,586
            )**NET
                LOSS PER COMMON SHARE - BASIC AND DILUTED**
            
            $
            -
            
            $
            -**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND
                DILUTED**
            
            
            153,257,900
            
            
            130,770,828





See
      accompanying notes to condensed consolidated financial
      statements.


F-2


**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006**


**(UNAUDITED)**





2007
            
            2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (46,243
            )
            $
            (253,270
            )Adjustments
                to reconcile net loss to net cash provided by (used in)operating
                activities:Depreciation
                and amortization
            
            
            6,253
            
            
            11,595Deposit
                applied to rent
            
            
            5,310
            
            
            **-**Common
                stock and warrants issued for services
            
            
            **-**
            
            
            92,250Deferred
                equity based costs recognized
            
            
            **-**
            
            
            82,960Changes
                in operating assets and liabilities:Decrease
                in accounts receivable
            
            
            62,336
            
            
            17,788(Increase)
                decrease in inventory
            
            
            (10,994
            )
            
            9,707Increase
                in prepaid expenses
            
            
            (5,119
            )
            
            **-**Increase
                in deposits
            
            
            (2,015
            )
            
            **-**Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (8,979
            )
            
            3,581Increase
                in customer advance
            
            
            1,599
            
            
            **-**Net
                cash provided by (used in) operating activities
            
            
            2,148
            
            
            (35,389
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Purchase
                of property and equipment
            
            
            **-**
            
            
            (1,761
            )Net
                cash used in investing activities
            
            
            **-**
            
            
            (1,761
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            **-**
            
            
            22,500Advances
                received from stockholder
            
            
            17,000
            
            
            35,000Repayments
                of advances received from stockholder
            
            
            (12,000
            )
            
            (10,416
            )Net
                cash provided by financing activities
            
            
            5,000
            
            
            47,084**EFFECT
                OF EXCHANGE RATE CHANGES ON CASH**
            
            
            (235
            )
            
            (1,316
            )**INCREASE
                IN CASH**
            
            
            6,913
            
            
            8,618**CASH
                - BEGINNING OF PERIOD**
            
            
            14,680
            
            
            3,007**CASH
                - END OF PERIOD**
            
            $
            21,593
            
            $
            11,625Interest
                paid
            
            $
            -
            
            $
            -





See
      accompanying notes to condensed consolidated financial
      statements.


F-3


**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2007**


**(UNAUDITED)**




**NOTE
      1**  **BASIS
      OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES**





***(A)
      Basis of Presentation***





The
      accompanying unaudited condensed consolidated financial statements include
      the
      accounts of Torbay Holdings, Inc. and its wholly owned subsidiaries, Designer
      Appliances Limited and Designer Appliances, Inc. (collectively, the “Company”).
      These condensed consolidated financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information and the instructions to Form 10-QSB
      and do not include all the information and footnotes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of normal recurring accruals) considered necessary for a fair presentation
      of
      the results for the interim periods have been included. Operating results for
      the three months ended March 31, 2007 are not necessarily indicative of the
      results that may be expected for the year ended December 31, 2007. The
      accompanying condensed consolidated financial statements and the information
      included under the heading “Management’s Discussion and Analysis” should be read
      in conjunction with the Company’s audited consolidated financial statements and
      related notes included in the Company’s Form 10-KSB for the year ended December
      31, 2006.




***(B)
      Use of Estimates***




The
      preparation of condensed consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities at the date of the condensed consolidated financial statements
      and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




***(C)
      Loss Per Share***




Basic
      and
      diluted loss per common share for all periods presented is computed based on
      the
      weighted average number of common shares outstanding during the periods
      presented as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise
      of common stock equivalents was not utilized for the three months ended March
      31, 2007 and 2006 since the effect would be anti-dilutive. There were 7,500,000
      and 19,200,000 common stock equivalents at March 31, 2007 and 2006,
      respectively.




**NOTE
      2** **** **INTANGIBLE
      ASSETS**




Amortization
      expense for the three months ended March 31, 2007 and 2006 was $4,485 and
      $9,267, respectively. The amortization expense has been included in cost of
      sales.




**NOTE
      3** **** **GOING
      CONCERN**




The
      accompanying condensed consolidated financial statements have been prepared
      on a
      going concern basis, which contemplates the realization of assets and the
      settlement of liabilities and commitments in the normal course of business.
      As
      reflected in the accompanying condensed consolidated financial statements,
      the
      Company has a net loss of $46,243 for the three months ended March 31, 2007
      and
      a working capital deficiency of $379,410 and a stockholders' deficiency of
      $337,763 as of March 31, 2007. These factors raise substantial doubt about
      its
      ability to continue as a going concern. The ability of the Company to continue
      as a going concern is dependent on the Company's ability to raise additional
      funds to finance its operations. The condensed consolidated financial statements
      do not include any adjustments that might be necessary if the Company is unable
      to continue as a going concern.




F-4




**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2007**


**(UNAUDITED)**




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




**NOTE
      4** **** **LOAN
      PAYABLE - RELATED PARTIES**




During
      the three months ended March 31, 2007, the spouse of an officer advanced $17,000
      to us for working capital purposes. Interest on the advances accrues at 9.5%
      per
      year and may be paid in the form of our common stock. We repaid $12,000 of
      prior
      advances in cash during 2007. The balance due at March 31, 2007 is $34,000.
      Accrued interest at March 31, 2007 is $3,445 and is included in accounts
      payable.




**NOTE
      5** **** **SUBSEQUENT
      EVENTS**




On
      May
      11, 2007 we executed a convertible promissory note in the amount of $60,000.
      Interest is payable at the rate of 18% per year. The note matures June 11,
      2007.
      The note is convertible, at the option of the holder, into shares of our common
      stock at the lesser of $0.002 per share or 50% of market price.




F-5




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





**OVERVIEW**





We
      are a
      holding company for late-stage developmental, or early-stage commercial,
      companies with opportunities in niche markets. We currently own two
      subsidiaries, Designer Appliances Ltd., an inactive United Kingdom ("UK")
      company, and Designer Appliances, Inc., a Delaware corporation, and will
      actively seek additional and appropriate acquisitions, subject to comments
      below. We have acquired and developed intellectual property rights (IPR) 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.
      Further patent applications are being pursued in the area of input device
      hardware and software that may result in an extension of the scope and geography
      of our current IPR position. We have achieved what we believe are significant
      technical developments that will be sought patent protection though there is
      no
      guarantee that such developments will proceed to a patent.





We
      sell
      and market the AirO 2 bic
      Mouse
      computer mouse and software. The Company's products are designed to justify
      a
      premium price in the upper and certain niche sectors of our markets. There
      is no
      assurance that we, through our active subsidiary, will be able to continue
      to
      manufacture or market these items.





The
      Company intends to market and sell only products that are designed to attract
      a
      premium, niche or upscale market. Management believes that it has identified
      several products, including the AirO 2 bic
      "Grip-less" Mouse and Nib "Click-less" software and Brakemoor Anti.Fatigue
      software as under exploited opportunity in the computer, household and domestic
      appliances markets. Because of the Company's precarious financial condition
      and
      limited capital resources, it is currently limiting its operations to the
      production and sale of the AirO 2 bic
      Mouse
      and related software.




**RESULTS
      OF OPERATIONS FOR THE 3 MONTHS ENDED MARCH 31, 2007 AND
      2006**




**RESULTS
      OF OPERATIONS**





**3
      Months Ended March 31, 2007 and March 31, 2006**





**Gross
      Profit**





For
      the
      three months ended March 31, 2007 the Company generated net sales of $66,747
      compared to $77,718 for the three months ended March 31, 2006. Cost of sales
      was
      $16,819 for the three months ended March 31, 2007, compared to $25,026 for
      the
      three months ended March 31, 2006. Gross profit was $49,928 or 74.8% of net
      sales for the three months ended March 31, 2007 relative to $52,692 or 67.8%
      of
      net sales for the three months ended March 31, 2006. The increase in gross
      profit percentage results primarily from a decrease in amortization of software
      costs, which is a fixed charge.


2





The
      decrease in the Company’s net sales in the three months ended March 31, 2007
      reflects reduced spending on marketing, due to working capital limitations,
      along with the variable timing of periodic European orders.





**Operating
      Expenses**





For
      the
      three months ended March 31, 2007, operating expenses decreased $210,448 or
      68.8% from $305,962 in the three months ended March 31, 2006 to $95,514 for
      the
      three months ended March 31, 2007. The components of the decrease in operating
      expenses are as follows: a $9,725 reduction is selling expenses, primarily
      due
      to a lack of working capital; an $86,750 reduction in stock based consulting
      fees; a $21,613 reduction in professional fees; a $51,968 reduction in executive
      compensation, primarily from a decrease in stock based compensation of $52,960;
      and a $40,392 reduction in general and administrative expenses, primarily from
      a
      reduction in stock based expense of $29,250. We had no stock based expense
      in
      2007, with $168,960 in total stock based expense in 2006.





**Other
      Expense**





Other
      Expense, which consists solely of interest on related party loans, was $657
      for
      the three months ended March 31, 2007. There was no other expense for the three
      months ended March 31, 2006.





**Net
      Loss**





The
      Company incurred a net loss $46,243 for the three months ended March 31, 2007
      relative to a net loss of $253,270 for the three months ended March 31, 2006.
      The $207,027 decrease in net loss is primarily attributable to the $210,448
      decrease in operating expenses in the three months ended March 31,
      2007.





**Liquidity
      and Cash Position**





**Operating
      Activities**





For
      the
      three months ended March 31, 2007 the net cash provided by operating activities
      was $2,148 compared to net cash used in operating activities of $35,389 for
      the
      three months ended March 31, 2006. The difference of $37,537 is due to various
      factors, primarily increased collections on accounts receivable, offset by
      an
      increase in purchases of inventory.




3





**Investing
      Activities**





For
      the
      three months ended March 31, 2007 the Company had no cash flow from investment
      activity compared to cash used of $1,761 during the three months ended March
      31,
      2006.




**Financing
      Activities**





For
      the
      three months ended March 31, 2007 and March 31, 2006, the Company realized
      cash
      of $5,000 and $47,084, respectively, in connection with financing activities.
      The decrease of $42,084 in the three months ended March 31, 2007 was primarily
      attributable to decreases in proceeds from the sale of common stock and net
      advances from a related party.




LIQUIDITY
      AND CAPITAL RESOURCES





Revenues
      declined in the three months ended March 31, 2007 compared to the three months
      ended March 31, 2006 due in large part to a reduction in marketing expenditures.
      Sales have been made through direct marketing programs, via the Company’s
      website and indirectly through distributor/resellers who themselves have their
      own websites. Our strategy has been to develop product and brand recognition
      amongst the "professional ergonomic" industry ahead of investigating “niche”
assistive technology markets in the broader retail sector of the computer
      peripheral business. The Company is also focused upon any opportunity to
      increase its sales to the U.S. Government following clarification that Section
      508 Law does require computer mice to meet the prevailing
      standards.





Our
      access to such new markets will be dependent upon financing of our own direct
      operations or from our ability to partner with organizations that have a
      presence and reputation within those sectors. While the Company has developed
      an
      increasing reliance upon distributor/resellers (as this business is now in
      excess of 50% of our overall sales by value), even though such reliance may
      reduce our margins, we believe that such reliance is likely yield a greater
      return because of increased sales and a reduction in general and administrative
      expenses we enjoy as a result of the implementation of this strategy. As the
      possibility of entrance into the retail computer market sector is considered
      further, reductions in gross margin may be necessary to achieve the pricing
      incentives required by such outlets. Sales do not indicate any significant
      or
      specific seasonality based upon a quarter by quarter analysis, year on
      year.





At
      the
      end of 2002 the Company commenced production and shipment of its mouse product
      and has maintained a clear focus upon developing that business and has no plans
      to launch other products outside of the computer peripheral market at this
      time.
      It continues to seek to strengthen its Intellectual Property Rights (“IPR”)
      assets in the area of computer peripherals. To date the Company's intellectual
      property rights portfolio includes vacuum cleaner, fans, heaters and other
      intellectual property right bearing domestic appliances. The Company will remain
      focused on developing sales of its Mouse and Software related products and
      developing other “parallel” product technologies into products.




4





We
      have
      financed our activities through the sale of common stock and through related
      party loans.





On
      May
      11, 2007 we executed a convertible promissory note in the amount of $60,000.
      Interest is payable at the rate of 18% per year. The note matures June 11,
      2007.
      The note is convertible, at the option of the holder, into shares of our common
      stock at the lesser of $0.002 per share or 50% of market price.




Going
      Concern Qualification





The
      Company’s consolidated financial statements as of March 31, 2007 have been
      prepared on a going concern basis, which contemplates the realization of assets
      and the settlement of liabilities and commitments in the normal course of
      business. As reflected in such consolidated financial statements, for the three
      months ended March 31, 2007 the Company has a net loss of $46,243 and the
      Company had a working capital deficiency of $379,410 and a stockholders'
      deficiency of $337,763 as of March 31, 2007. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern. The ability of
      the Company to continue as a going concern is dependent on the Company's ability
      to raise additional funds and implement its business plan. The consolidated
      financial statements do not include any adjustments that might be necessary
      if
      the Company is unable to continue as a going concern.




Critical
      Accounting Policies and Estimates





Discussion
      and analysis of our financial condition and results of operations are based
      upon
      our consolidated financial statements, which have been prepared in accordance
      with generally accepted accounting principles in the United States. The
      preparation of these consolidated financial statements requires us to make
      estimates and judgments that affect the amounts reported in the consolidated
      financial statements and the accompanying notes. On an on-going basis, we
      evaluate our estimates, including those related to intangible assets, equity
      based compensation and litigation. We base our estimates on experience and
      on
      various assumptions that are believed to be reasonable under the circumstances,
      the results of which form the basis for making judgments about the carrying
      values of assets and liabilities that are not readily apparent from other
      sources. Actual results may differ from these estimates under different
      assumptions or conditions.





Accounts
      Receivable





Accounts
      receivable consist primarily of receivables from individuals and distributors.
      The Company records a provision for doubtful accounts, when appropriate, to
      allow for any amounts which may be unrecoverable and is based upon an analysis
      of the Company's prior collection experience, customer creditworthiness, and
      current economic trends.


5





Inventory





Inventory
      is stated at the lower of cost or market using the first-in first-out method.
      Cost includes expense of freight-in transportation. Inventory consists entirely
      of finished goods, which include left-handed and right-handed computer mice
      for
      sale to customers. The inventory is produced by an overseas vendor using the
      Company's equipment.





Revenue
      Recognition





The
      Company’s products are sold directly over the internet and through
      distributorships. Products sold over the internet require complete payment
      via
      credit card prior to shipment. Products sold through distributors require the
      distributor to submit a purchase order and payment (according to terms and
      pricing approved by the Company) prior to shipment. Accordingly, revenues from
      sales over the internet and through distributors are recognized when the product
      is shipped as the price has been determined and collectibility has been
      reasonably assured. The Company provides a warranty on goods for two years
      from
      the date of sale. The Company has not established a warranty reserve as of
      March
      31, 2007 since the amount is not material based on past experience.





Website
      and Computer Software Costs





The
      Company follows the AICPA's Statement of Position 98-1, "Accounting for the
      Costs of Computer Software Developed or Obtained for Internal Use" (“SOP 98-1”),
      in accounting for its website and software costs. Accordingly, costs to obtain
      computer software from third parties obtained for internal use have been
      capitalized and amortized over their estimated useful life of 5 years.
      Enhancements to software are amortized over an estimated useful life of 2 years.
      Costs incurred in operating a website that have no future benefits are expensed
      in the period in which they are incurred. Costs incurred in operating the
      website that have a future benefit are capitalized in accordance with SOP 98-1
      and amortized over the respective future periods that are expected to benefit
      from the changes.





Stock
      Based Compensation





Common
      stock issued as compensation is recorded based on the fair value of the stock
      issued on the date of grant.




6




SECTION
      508 AMENDMENTS TO REHABILITATION ACT.





The
      General Services Administration (the “GSA”) implemented a program that sets
      standards for information technology so as to make such technology accessible
      to
      those with special needs. The standards are applied under what is called Section 508,
      which are described in full at www.section508.gov. Details pertaining to our products
      can be found at www.aerobicmouse.com under the heading GSA Section 508. These
      standards include a section relating to input devices, such as computer mice
      and
      under item 1194.26, which relates to subsection 1193.26- 2.0 a standard is
      prescribed for input devices. Companies that consider their products to meet
      the
      standards can apply to have their products listed within the “Buy Accessible”
section of the section508.gov website and also list a Voluntary Product
      Accessibility Template (“VPAT”) by which government purchasing officials can
      perform their own due diligence so as to ensure the purchases they make are
      Section 508 compliant. The GSA Section 508 Group then provides access to the
      product and company information on the website. The Company, having evaluated
      the standard and believing that its products complied, submitted its
      applications for its hardware and software products which were subsequently
      processed and listed on the Section 508 website.





Section
      508 compliance has been a requirement of system purchases, typically large
      contracts over $2,500, since July, 2001 whereas “Micropurchases”- purchases less
      than $2,500 and typically by credit card -- were exempt from Section 508
      compliance until October 5, 2004 until April 1, 2005.





At
      this
      time, to the Company's knowledge, there are no other products listed on the
      website by other companies that may be considered to be competitive to the
      Company's products, be they niche ergonomic computer mice or mass-market
      supplier computer mice. The Company is therefore active in the development
      of
      the potential such a listing has for opportunity to sell products to the U.S.
      Government either directly or in partnership with other vendors who sell to
      the
      government. It should be understood that this listing is not an endorsement
      or
      recommendation by the U.S. Government, but an information source for those
      must
      meet the compliance with Section 508 law.





**COMPETITION:**





It
      is the
      view of the board that all suppliers of computer mouse products are potential
      competition. Within that principle it can be considered that there exists direct
      competition, at this time considered to be companies marketing other niche
      or
      small scale Ergonomic Products, and indirect competition or mass-market retail
      competitors. The Company considers competition to be any other company that
      can
      potentially divert sales dollars away from those that could be spent on our
      products.





At
      this
      time the Company believes that it holds a unique position in the marketplace,
      as
      it is the only provider of mouse products that do not require grip to be used
      and has an associated software product that removes the need to be clicked. Likewise,
      no other competitive products, either direct or indirect in market presence,
      have Section 508 compliance claims or have been reviewed and commended for
      ease
      of use for persons with arthritis. While this position could change, it would
      require competitors to expend significant product development costs and risk
      potential infringement of the intellectual property rights of the Company.
      These
      rights are undergoing extension with additional patents having been filed on
      both design and utility basis in the U.S. with the intention to extend these
      and
      other applications contemplated into PCT or world-wide patentsThe
      employment of an IPR strategy is considered, but not guaranteed, to act as
      abarrier
      to entry by other providers of computer mice. It is also considered thatthe
      market environment, in regards to the general lack of recognition by mousemanufacturers
      of health issues due to mouse product usage, precludes entries byestablished
      organizations who are outside of the directly competitive
      ergonomic sector.
      Their entry would likely raise more risk from the possible litigious consequence
      of launching a "health conscious product as, by inference, other and previous
      products could be viewed as "not health conscious".


7





The
      Company believes that this sector is now on the fringe of opportunity for supply
      into a bigger market accessible by retail distribution. Research conducted
      on
      behalf of Microsoft and found at www.microsoft.com/enable/research under
“Key Findings” on the first page states.





“57%
      of
      computer users are likely or very likely to benefit from the use of accessible
      technology.





44%
      of
      computer users use some form of accessible technology.





Users
      seek solutions to make their computers easier to use, not for solutions based
      on
      their health or disability.





Making
      accessibility options easier to discover and use will result in computers that
      are easier, more convenient, and more comfortable for computer users.”





To
      provide an example of the market kinetic in computer input devices: A target
      of
      a 5% share of what is currently considered the annual new and replacement U.S.
      computer mouse market would translate into approximately 2 million mice sales
      per year, which on a worldwide basis could relate to 10 million pieces per
      year.
      This does not contemplate earlier retirement of computer mice and therefore
      possible upside due to an awareness of the issues and our products as a result
      of the Company's marketing activities.





At
      this
      time there are no other competitors who state they are providers of a Grip-less
      or Click-less computer mouse products. Neither are any manufacturer we are
      aware
      of promoting their products based upon physiological principles reflected in
      the
      market message we define as “Anti.FatigueTM”.





Revenues
      generated by sales of the AirO2bic mouse and related products, where possible,
      will be used to further develop mouse product sales until a cash flow positive,
      and profit positive position, can be established at sustainable levels, thus
      allowing the Company to access bank financing, and thereby reducing the extent
      to which the Company must rely on other sources of external financing. In the
      absence of sales, the estimated amount of working capital that the Company
      will
      need, to expand the commercialization and distribution over the next year of
      mouse and related products at minimum planned operational levels, is
      approximately $500,000 and up to $2M in a fully funded and accelerated market
      penetration model. There are no anticipated acquisitions of additional
      subsidiaries during the next 12-month period.




8





It
      is
      recognized that revenues do not provide for a sustainable business at current
      levels. It is the belief of management that by suitable and adequate investment
      a sustainable business can be achieved, and that revenue potential could be
      significant upon an expansion of our limited and current marketing effort.





**Products:**




· Introduced
        in 2002: Quill “grip-less” mouse, which allows the user to mouse without the
        need to grip, which is indicated as a contributory factor in those who develop
        Functional Impairments such as Repetitive Strain Injury or Carpal tunnel
        Syndrome.


· 
Introduced
      in 2003: Nib "click-less"
      software, which performs a high percentage of computer mouse button clicks
      for
      its users and, subject to its effective utilization, can aid those with
      functional impairment due to injury and is also classified as Assistive
      Technology.





·
      Introduced in 2003: Nib Trial
      version: This is a 30-day active version of Nib software which is freely
      downloaded from the Company's www.quillmouse.com website.





·
      Introduced in 2004: The Quill Well
      Mouse mat: Completes the "system approach" and helps to promote a permanent
      visual image of the Company's products in the user's environment.





·
      Introduced in 2003: The Virtually
      Hands Free (VHF) mousing system: A bundle of the Quill Mouse and Nib Software
      that allows the user to elect not to use most of his muscles forward of his
      elbow, but still mouse and interact with his computer in a conventionally
      recognized manner.





·
      Introduced in 2003: Carpal Management
      Systems I & II: A bundle of the VHF system and one (System I) or two (System
      II) FlexTend orthotic gloves that facilitate the use of a recognized and
      medically validated therapy exercise glove with a mousing system that gives
      relief from the type of activity that some consider to cause clawing of the
      hand
      due to mousing. In a joint marketing program with Balance Systems
      Inc.





·
      Introduced in 2004: Nib (for PC’s)
      "click-less" software, with Gesture technology, which enhances the previous
      version by allowing the selection of different click types by the movement
      of
      the mouse cursor. To Gesture a Right click the mouse cursor is moved to the
      right and back, to Gesture a double click, to the left and back or to highlight
      or drag, downwards and back.


9





·
      Introduced in 2003: Nib (for PC’s)
      Trial version with Gesture Technology: This is a 30-day active version of Nib
      software which is freely downloaded from the Company's www.quillmouse.com
      website.





·
      Introduced in 2004: McNib (for
      Macintosh computer) "click-less" software, with the Gesture technology described
      above.





· Introduced
      in 2004: McNib (for
      Macintosh) Trial version with Gesture Technology: This is a 30-day active
      version of McNib software which is freely downloaded from the Company's
      www.quillmouse.com website.





·
      Introduced in 2004: The McVirtually
      Hands Free (McVHF) mousing system: A bundle of the Quill Mouse and McNib
      Software with Gesture technology that allows the user to elect not to use most
      of his muscles forward of his elbow, but still mouse and interact with his
      computer in a conventionally recognized manner.





·
      In March of 2004, following an
      independent review by a designer, health care professionals and persons with
      arthritis, the Arthritis Foundation in the US have given an Ease of Use
      commendation to the Virtually Hands Free Mousing system and under a licensing
      agreement the Company is permitted to use the Arthritis Foundation's Ease of
      Use
      logo as a graphic indication of the commendation. This commendation makes the
      VHF System the first to be recognized as being Assistive to persons with a
      clinical disability.





·
      Introduced in 2004 “The Clickless
      Web”: This is a development on the Company’s Clickless software. The Clickless
      software, an application that performs mouse button clicks for the user, is
      a
      computer resident program that requires installation upon the user’s computer
      following purchase. One element of the computer resident software is the ability
      to click links and other functions, which enables interaction with the Internet,
      so as to be able to surf it and store files etc., from it. This new development,
      as a product called among other names, “The Clickless Web”, takes the “web
      surfing and interacting” component of the computer resident software, and, using
      a webpage application tool called “Active X”, allows these features to be
      accessed temporarily when a website, empowered with the feature, is enabled.
      This type of application known as “tools on demand” is considered a future
      direction and application of the Internet in which there is less requirement
      for
      software to be loaded onto a computer, or hand held device. Such applications
      as
      needed, are accessed on demand, and can be potentially prepaid as a service,
      or
      rented for the duration of their use. This feature could increase the
      portability of applications and also decrease memory requirements and hard
      disk
      management of Internet connected devices. The Clickless Web is the Company’s
      first product in this potential growth area. Prior to its launch and in keeping
      with its strategy, the Company filed a world-wide patent application on this
      technology.


10





At
      this
      time there exist two demonstration sites for this technology: www.theclicklessweb.com and www.theassistiveweb.com both of
      which link to an identical page.





·
      In November 2004 the E-Quill-AirO2bic
      product was introduced that provided customers with a color choice option that
      in the directors opinion matches current system sales trends of Black or
      White.





The
      Assistive Web site will be focused upon generating income from large
      corporations such as banks, search engines, web retailers, assistive technology
      websites and other high traffic websites. Pricing on this product has yet to
      be
      established and no income from either of these websites can be anticipated
      as
      yet.




·
      Planned for Introduction On Hold:
      SooToSee; currently in Alpha (in-house) testing this software is designed as
      a
      dynamic magnification system to assist those who need such assistance for
      observing computer screens, so as to enhance their accuracy of pointing the
      computer mouse cursor, or help in reading small text as is frequently the case
      with computer program menus and text on the internet. This is as an aid to
      vision and does not replace the need of use of spectacles, though it is
      envisaged that it will find application for those with severe sight impairment.
      This is part of a new software development package.





·
      Planned for Introduction On Hold:
      SooToSpeak; currently in late development stage. This software is designed
      as
      convert HTML text, such as is used on Internet web pages and now more commonly
      in email systems and program menu systems, into an audible speech output,
      utilizing existing and proprietary to others, voice synthesis systems such
      as
      the “supplied as standard” Windows XP voice “Microsoft SAM”.




·
      Introduced Q4, 2005. BrakemoorTM range
      of AntiFatigue Software:




This
      is
      an entirely “home grown” product that is not subject to license or cost other
      than development. Following a similar business model to AntiViral software
      it is
      our believe that many of the issues of prevention of fatigue related injuries
      such as Carpal Tunnel Syndrome and Repetitive Strain Injuries can be minimized
      if not eliminated by adequate work fatigue management, which ahead of injury,
      is
      a relatively low cost proposition.





BrakemoorShare
      is a “freeware” promotion version.




BrakemoorTM
      is a feature enhanced purchased version ($49.95 retail) aimed at the home and
      small business market




BrakemoorProTM
      (in alpha testing) is targeted at the professional and site licensed
      market.




**Baby
      Boomer Market:**





Another
      market sector that is sought to be addressed is the so called Baby Boomers,
      those individuals born between 1946 and 1964, who are numerically large in
      number, when considered as a single market and are now experiencing the gradual
      deterioration of limbs and sensors as is commensurate with their age. A survey
      commissioned by the Microsoft Corp. ( www.microsoft.com/enable/research )
      suggests that approximately 30M individuals in the US could benefit from
      dexterity enhancing technology such at ours.




11





Scientific
      developments we believe are of significance to our business: Researchers in
      the
      U.S. have developed an “animal model” for the investigation of the pathology of
      repetitive use injuries or “Negligible Force” injuries as they describe them.
      The lack of clinical validation, by way of recognition of the pathological
      consequences of repetitive injuries, we believe, impacts the opinions and
      therefore the actions of legislators, employers, insurers and product
      manufacturers.





The
      initial results from 2 studies performed at Temple University, PA, so far
      indicate clearly definable and potentially adverse changes in the pathology
      of
      the bones and tissues of laboratory rats studied. The researchers attribute
      these changes to repetitive reaching and grasping (gripping) movements and
      their
      pathological analysis has observed significant and, in their view, detrimental
      changes in histology and immunology. The results are early research, on
      non-human subjects, using analyses that cannot, by their invasive nature, be
      performed on live human subjects.





The
      arguments for and against the existence of repetitive strain injuries have
      been
      on the basis of statistical argument and reporting of symptoms. This, much
      like
      the smoking and lung cancer debate of the sixties (without implying the same
      degree of significance) has afforded in many cases the opportunity for
      denial.





In
      a more
      recent development scientist in Japan are now suggesting a correlation between
      intensive computer usage and the development of glaucoma, an eye condition.
      This
      supports even further the evidence that extensive and extended computer work
      is
      being increasingly recognized to have unforeseen health impact upon computer
      users.





While
      there is unlikely to be an early and measurable impact upon our business, as a
      result of these studies and in anticipation that further study might confirm
      these early findings, we believe popular opinion may be influenced sufficiently
      that may lead to a changing market environment that could create a greater
      computer user health consciousness that ultimately may be beneficial to this
      corporation.





**Microsoft
      Assistive Technology Vendor Program (MATvp).**





Designer
      Appliances Inc was recently enrolled into the MATvp program. The primary purpose
      of this program is to decrease the time from development to market for assistive
      technology products. Quarterly meetings are held with Microsoft and we
      anticipate receipt of the “nearer market” beta test versions of Longhorn
      shortly.





**Hewlett-Packard
      Assistive Technology Listing**




The
      Hewlett-Packard Company (“HP”) lists all of the Company’s products in their
      Small and Medium Business catalogue under the section of Assistive Technology.




12





ITEM
      3.
      CONTROLS AND PROCEDURES





We
      maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
      Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”))
      that are designed to ensure that information required to be disclosed in our
      periodic reports filed under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in the rules and forms of the
      Securities and Exchange Commission, and that such information is accumulated
      and
      communicated to our management, including our principal executive/financial
      officer, to allow timely decisions regarding required disclosure.





As
      of
      March 31, 2007, our management conducted a further evaluation under the
      supervision of our Chief Executive Officer and our Chief Financial Officer
      of
      the effectiveness of the design and operation of our system of disclosure
      controls and procedures pursuant to the Exchange Act. Based upon that
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that the Company's disclosure controls and procedures were effective, as of
      the
      date of their evaluation, for the purposes of recording, processing, summarizing
      and timely reporting material information required to be disclosed in reports
      filed by the Company under the Exchange Act.




PART
      II -
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS





As
      of the
      date of this Form 10-QSB, we are not a party to any litigation, and management
      has no knowledge of any threatened or pending litigation against
      us.




ITEM
      2.
      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





During
      the quarter ended March 31, 2007 did not sell any equity securities





ITEM
      3.
      DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
      5.
      OTHER INFORMATION





None.


13




ITEM
      6.
      EXHIBITS





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


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




14




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 LargeName:
                  William Thomas LargeTitle:
                  President and Chief Executive Officer
                (Principal
                  Executive Officer and Principal Accounting
                  Officer)


Date:
      May
      18, 2007




15