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 June
              30,
              2006




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 incorporation or
                organization)
            
            (I.R.S.
                Employer Identification
                No.)




140
      OLD
      COUNTRY ROAD, SUITE 205, MINEOLA, NEW YORK 11501


(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





The
      Company had 150,174,439 shares of common stock outstanding as of August 8,
      2006.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):


Yes
o
      No x





INDEX




PART
                  1 - FINANCIAL INFORMATIONCondensed
                  consolidated balance sheet as of June 30, 2006 (unaudited)
              
              3Condensed
                  consolidated statements of operations and other comprehensive income
(loss)
                  for the three months ended June 30, 2006 and 2005 (unaudited)
              
              4Condensed
                  consolidated statements of cash flows for the three months ended
June
                  30, 2006 and 2005 (unaudited)
              
              5Notes
                  to condensed consolidated financial statements as of June 30, 2006
and
                  2005 (unaudited)
              
              6Item
                  2. Management's Discussion and Analysis or Plan of Operation
              
              9Item
                  3. Controls and Procedures
              
              21PART
                  2 - OTHER INFORMATIONItem
                  1. Legal Proceedings
              
              22Item
                  2. Unregistered Sales of Equity Securities and Use of Proceeds
              
              22Item
                  3. Defaults Upon Senior Securities
              
              22Item
                  4. Submission of Matters to a Vote of Security Holders
              
              22Item
                  5. Other Information
              
              22Item
                  6. Exhibits
              
              22Signatures
              
              23


2


PART I
        - FINANCIAL INFORMATION




ITEM
      1.
FINANCIAL
      STATEMENTS




**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**JUNE
      30, 2006**


**(UNAUDITED)**


**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            31,047Accounts
                receivable
            
            
            31,780Inventory
            
            
            26,474Total
                Current Assets
            
            
            89,301**PROPERTY
                AND EQUIPMENT - NET**
            
            
            11,323**OTHER
                ASSETS**Intangible
                assets - net
            
            
            49,350Deposits
            
            
            6,795Total
                Other Assets
            
            
            56,145**TOTAL
                ASSETS**
            
            $
            156,769**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            273,536Advances
                payable - related party
            
            
            39,167Notes
                payable
            
            
            50,000Total
                Current Liabilities
            
            
            362,703**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                DEFICIENCY**Preferred
                stock, $.0001 par value, 20,000,000 shares authorized, 420,000 issued
                and
                outstanding
            
            
            42Common
                stock, $.0001 par value, 250,000,000 shares authorized, 149,174,439
                shares
                issued and outstanding
            
            
            14,918Additional
                paid-in capital
            
            
            5,965,624Accumulated
                deficit
            
            
            (6,021,051
            )Accumulated
                other comprehensive loss
            
            
            (22,047
            )Deferred
                compensation
            
            
            (143,420
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            (205,934
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            $
            156,769




See
        accompanying notes to condensed consolidated
        financial statements.




3





**TORBAY
      HOLDINGS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**AND
      OTHER COMPREHENSIVE INCOME (LOSS)**


**FOR
      THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005**


**(UNAUDITED)**




For
                  the Three
                Months
                  Ended
                June
                  30, 2006
              
              For
                  the Three
                Months
                  Ended
                June
                  30, 2005
              
              For
                  the Six
                Months
                  Ended
                June
                  30, 2006
              
              For
                  the Six
                Months
                  Ended
                June
                  30, 2005**SALES,
                  NET**
              
              $
              100,344
              
              $
              76,285
              
              $
              178,062
              
              $
              171,865**COST
                  OF SALES**
              
              
              25,720
              
              
              23,384
              
              
              50,746
              
              
              48,431**GROSS
                  PROFIT**
              
              
              74,624
              
              
              52,901
              
              
              127,316
              
              
              123,434**OPERATING
                  EXPENSES**Selling
              
              
              30,758
              
              
              24,761
              
              
              53,038
              
              
              69,939Consulting
                  fees
              
              
              22,500
              
              
              **-**
              
              
              109,250
              
              
              **-**Professional
                  fees
              
              
              26,132
              
              
              60,454
              
              
              68,485
              
              
              93,116Compensation
              
              
              80,627
              
              
              18,614
              
              
              152,882
              
              
              51,283Other
                  general and administrative
              
              
              53,997
              
              
              82,023
              
              
              136,321
              
              
              143,007Total
                  operating expenses
              
              
              214,014
              
              
              185,852
              
              
              519,976
              
              
              357,345**LOSS
                  FROM OPERATIONS**
              
              
              (139,390
              )
              
              (132,951
              )
              
              (392,660
              )
              
              (233,911
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  and financing costs
              
              
              (35,424
              )
              
              (4,279
              )
              
              (35,424
              )
              
              (10,201
              )**NET
                  LOSS**
              
              
              (174,814
              )
              
              (137,230
              )
              
              (428,084
              )
              
              (244,112
              )**OTHER
                  COMPREHENSIVE INCOME/(LOSS)**Foreign
                  currency translation income (loss)
              
              
              (5,300
              )
              
              5,142
              
              
              (6,616
              )
              
              8,440**COMPREHENSIVE
                  LOSS**
              
              $
              (180,114
              )
              $
              (132,088
              )
              $
              (434,700
              )
              $
              (235,672
              )**NET
                  LOSS PER COMMON SHARE - BASIC AND DILUTED**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND
                  DILUTED**
              
              
              136,844,769
              
              
              90,861,552
              
              
              133,824,577
              
              
              90,849,531





See
      accompanying notes to condensed consolidated financial statements.


4


**TORBAY
        HOLDINGS, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005**
 **(UNAUDITED)**




2006
              
              2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (428,084
              )
              $
              (244,112
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              21,965
              
              
              26,660Amortization
                  of loan costs
              
              
              **-**
              
              
              5,490Financing
                  cost - warrants repriced
              
              
              34,174
              
              
              **-**Common
                  stock and warrants issued for services
              
              
              92,250
              
              
              1,000Deferred
                  compensation
              
              
              158,420
              
              
              47,266Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              (5,680
              )
              
              25,197Decrease
                  in inventory
              
              
              23,557
              
              
              21,504Decrease
                  in accounts payable and accrued expenses
              
              
              (53,102
              )
              
              (17,905
              )Net
                  cash used in operating activities
              
              
              (156,500
              )
              
              (157,400
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Increase
                  in intangible assets
              
              
              **-**
              
              
              (11,000
              )Purchase
                  of property and equipment
              
              
              (1,761
              )
              
              (1,305
              )Net
                  cash used in investing activities
              
              
              (1,761
              )
              
              (12,305
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                  from issuance of common stock
              
              
              172,500
              
              
              **-**Advance
                  received on common stock purchase
              
              
              **-**
              
              
              189,550Principal
                  payments on settlement payable
              
              
              **-**
              
              
              (63,328
              )Proceeds
                  from issuance of notes and loans payable
              
              
              **-**
              
              
              32,900Advances
                  received from related party
              
              
              35,000
              
              
              20,629Repayments
                  of advances received from related party
              
              
              (14,583
              )
              
              **-**Net
                  cash provided by financing activities
              
              
              192,917
              
              
              179,751**EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH**
              
              
              (6,616
              )
              
              8,440**INCREASE
                  IN CASH**
              
              
              28,040
              
              
              18,486**CASH
                  - BEGINNING OF PERIOD**
              
              
              3,007
              
              
              19,511**CASH
                  - END OF PERIOD**
              
              $
              31,047
              
              $
              37,997Interest
                  paid
              
              $
              -
              
              $
              3,339






See
      accompanying notes to condensed consolidated financial statements.


5


**TORBAY
        HOLDINGS, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005**
 **(UNAUDITED)**






**NOTE
        1**  **BASIS
        OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES**
 
  ***(A)
        Basis of Presentation***
 
 The
        accompanying 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
        and
        six months ended June 30, 2006 are not necessarily indicative of the results
        that may be expected for the year ended December 31, 2006. 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,
        2005.
  ***(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 and six months
        ended
        June 30, 2006 and 2005 since the effect would be anti-dilutive. There were
        11,700,000 and 25,700,000 common stock equivalents at June 30, 2006 and 2005,
        respectively.
 
 ***(D)
        Stock Options and Warrants***
  On
        January 1, 2006, we adopted the fair value recognition provisions of Financial
        Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
        (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for
        compensation costs under our stock option plans. We previously utilized the
        intrinsic value method under Accounting Principles Board Opinion No. 25,
        Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the
        intrinsic value method prescribed by APB 25, no compensation costs were
        recognized for our employee stock options because the option exercise price
        equaled the market price on the date of grant. Prior to January 1, 2006,
        we only
        disclosed the pro forma effects on net income and earnings per share as if
        the
        fair value recognition provisions of SFAS 123(R) had been utilized.
 
 
 6
 ******TORBAY
        HOLDINGS, INC. AND SUBSIDIARIES** **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005**
 **(UNAUDITED)**
  In
        adopting SFAS No. 123(R), we elected to use the modified prospective method
        to
        account for the transition from the intrinsic value method to the fair value
        recognition method. Under the modified prospective method, compensation cost
        is
        recognized from the adoption date forward for all new stock options granted
        and
        for any outstanding unvested awards as if the fair value method had been
        applied
        to those awards as of the date of grant. We had no outstanding unvested awards
        at the adoption date and we had no outstanding unvested awards during the
        2005
        comparative period.
  
 **NOTE 2**  ****  **INTANGIBLE
        ASSETS**
  Amortization
        expense for the six months ended June 30, 2006 and 2005 was $17,236 and $22,183,
        respectively. Amortization expense for the three months ended June 30, 2006
        and
        2005 was $7,970 and $11,410, respectively. The amortization expense has been
        included in cost of sales.
 
 **NOTE 3**  **STOCKHOLDERS’
        DEFICIENCY**
  During
        the six months ended June 30, 2006 the Company issued 6,075,000 shares of
        common
        stock, valued at $182,250, for services. Of this amount, $37,500 has been
        deferred at June 30, 2006 and will be amortized over a five month
        period.
  During
        the three months ended March 31, 2006, the Company sold 100,000 shares of
        common
        stock for cash proceeds of $2,500. During this period, the Company also received
        $20,000 from the sale of common stock which occurred in 2005.
 
 During
        the three months ended June 30, 2006, the Company sold 10,000,000 shares
        of
        common stock for cash proceeds of $75,000.
 
 During
        the three months ended June 30, 2006, the Company repriced 8,000,000 common
        stock purchase warrants with exercise prices ranging from $0.07 to $0.10.
        The
        repricing reduced the exercise price of the warrants to $0.01. The holder
        of the
        warrants then exercised 7,500,000 of the warrants and the Company received
        cash
        proceeds of $75,000. As a result of the repricing, the fair value of the
        warrants increased by $34,174 and this amount has been charged to expense
        during
        the period.
 
 7
 **TORBAY
          HOLDINGS, INC. AND SUBSIDIARIES**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005**
 **(UNAUDITED)**
 
 **NOTE 4**  ****  **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 $428,084 and a negative cash flow from operations
        of
        $156,500 for the six months ended June 30, 2006 and a working capital deficiency
        of $273,402 and a stockholders' deficiency of $205,934 as of June 30, 2006.
        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.
  Management’s
        plans include the investigation of additional financing options in addition
        to
        the warrant instruments already in place; this will be to increase sales
        of the
        company’s computer mouse and related products in addition to actively pursuing
        co-marketing and licensing agreements for all products.
 
 **NOTE 5**  ****  **LOAN
        PAYABLE - RELATED PARTIES**
  During
        the six months ended June 30, 2006, the spouse of an officer advanced $35,000
        to
        the Company for working capital purposes. Interest on the advances accrues
        at
        9.5% per year and will be paid in the form of the Company’s common stock. The
        Company expects to repay this advance during the third quarter of 2006. Accrued
        interest at June 30, 2006 is $1,250.
 
 During
        the three months ended March 31, 2006 the Company repaid $10,416 of prior
        advances from the above individual, and repaid an additional $4,167 during
        the
        three months ended June 30, 2006. The total due on this advance at June 30,
        2006
        is $39,167.
  8
  **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 valuable intellectual property rights including an
      exclusive license on proprietary software and a UK patent 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. The UK patent is the
      basis for further patent applications that may result in an extent of the scope
      and geography of our current patent position. We have achieved what we believe
      are significant technical developments that will be patent protected, 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, of an under exploited
      opportunity in the computer, household and domestic appliances markets. Because
      of the Company’s precarious financial condition and limited capital resources,
      it is currently limiting its operations to the production and sale of the
      AirO 2 bic
      Mouse
      and related software.








**RESULTS
      OF OPERATIONS FOR THE 3 MONTHS ENDED JUNE 30, 2006 AND
      2005**





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.





9


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.





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 collection has been reasonably
      assured. Consigned is not recognized as revenue until the product has been
      sold
      by the consignee. 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
      June
      30, 2006 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 internal 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. The
      Company follows SFAS No. 86, "Accounting for the Costs of Computer Software
      to
      be Sold, Leased, or Otherwise Marketed ("SFAS No. 86") in accounting for its
      software enhancements. Pursuant to SFAS No. 86, enhancements to existing
      software product that are intended to extend the life or improve significantly
      the marketability of the original product 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.





10


Stock
      Based Compensation





On
      January 1, 2006, we adopted the fair value recognition provisions of Financial
      Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
      (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for
      compensation costs under our stock option plans. We previously utilized the
      intrinsic value method under Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the
      intrinsic value method prescribed by APB 25, no compensation costs were
      recognized for our employee stock options because the option exercise price
      equaled the market price on the date of grant. Prior to January 1, 2006, we
      only
      disclosed the pro forma effects on net income and earnings per share as if
      the
      fair value recognition provisions of SFAS 123(R) had been utilized.





In
      adopting SFAS No. 123(R), we elected to use the modified prospective method
      to
      account for the transition from the intrinsic value method to the fair value
      recognition method. Under the modified prospective method, compensation cost
      is
      recognized from the adoption date forward for all new stock options granted
      and
      for any outstanding unvested awards as if the fair value method had been applied
      to those awards as of the date of grant. We had no outstanding unvested awards
      at the adoption date and we had no outstanding unvested awards during the 2005
      comparative period.





**Revenue**





For
      the
      three months ended June 30, 2006, the Company generated revenue from sales
      of
      $100,344 compared to $76,285 for the three months ended June 30, 2005, an
      increase of $24,059, or 31.5%. Cost of sales was $25,720 for the three months
      ended June 30, 2006, compared to $23,384 for the three months ended June 30,
      2005, a increase of $2,336 or 10%. Gross profit was $74,624 or 74.4% of net
      revenues for the three months ended June 30, 2006 relative to $52,901 or 69.3%
      of net revenues for the three months ended June 30, 2005. Cost of sales includes
      the amortization of software development costs, which are a relatively fixed
      cost. The increase in the Company’s revenues and cost of sales in the three
      months ended June 30, 2006 reflects a combination of increased business from
      both distributors and direct website sales and the timing and fulfillment of
      European orders. Shipments to Europe are now consolidated and shipped direct
      from the factory.








**Operating
      Expenses**





For
      the
      three months ended June 30, 2006, operating expenses increased $28,162 or 15.2%
      from $185,852 for the three months ended June 30, 2005 to $214,014 for the
      three
      months ended June 30, 2006. The increase in the Company's operating expenses
      result primarily from increases in consulting costs of $22,500, compensation
      costs of $62,013 and selling expenses of $5,997, partially offset by decreases
      in professional fees of $34,322 and in overall general and administrative
      expenses of $28,026. Consulting fees include services provided in connection
      with relaxation techniques to be deployed in software and media products.
      Included in consulting and compensation expense are non-cash charges for stock
      based compensation aggregating $75,460.




11


**Other
      Income (Expenses)**





For
      the 3
      months ended June 30, 2006 interest and financing costs were $35,424 compared
      to
      $4,279 for the three months ended June 30, 2005. The primary component of the
      2006 expense was a non-cash charge of $34,174 resulting from the repricing
      of
      certain of our common stock purchase warrants.





**Net
      Loss**





The
      Company incurred a net loss of $174,814 for the three months ended June 30,
      2006
      relative to a net loss of $137,230 for the three months ended June 30, 2005.
      The
      $37,584 increase in net loss is primarily attributable to an increase in
      operating expenses in the three months ended June 30, 2006, partially offset
      by
      the increase in sales activity.








**RESULTS
      OF OPERATIONS FOR THE 6 MONTHS ENDED JUNE 30, 2006 AND
      2005**





**Revenue**





For
      the
      six months ended June 30, 2006 the Company generated revenue of $178,062
      compared to $171,865 for the six months ended June 30, 2005, an increase of
      $6,197 or 3.4%. Cost of sales was $50,746 for the six months ended June 30,
      2006, compared to $48,431 for the six months ended June 30, 2005. Gross profit
      was $127,316 or 71.5% of net revenues for the six months ended June 30, 2006
      relative to $123,434 or 71.8% of net revenues for the six months ended June
      30,
      2005. Cost of sales includes the amortization of software development costs,
      which are a relatively fixed cost.








**Operating
      Expenses**





For
      the
      six months ended June 30, 2006, operating expenses increased $162,631 or 45.5%
      from $357,345 for the six months ended June 30, 2005 to $519,976 for the six
      months ended June 30, 2006. The increase in the Company's operating expenses
      result primarily from increases in consulting fees of $109,250 and compensation
      expense of $101,599, partially offset by decreases in selling expenses of
      $16,901, professional fees of $24,631 and other general and administrative
      expenses of $6,686. Consulting fees include services provided in connection
      with
      relaxation techniques to be deployed in software and media products. Included
      in
      consulting and compensation expense are non-cash charges for stock based
      compensation aggregating $215,170.





12


**Other
      Income (Expenses)**




For
      the
      six months ended June 30, 2006, interest and financing expense was $35,424,
      compared to $10,201 for the six months ended June 30, 2005. The primary
      component on the 2006 expense was a non-cash charge of $34,174 resulting from
      the repricing of certain of our common stock purchase warrants.








**Net
      Loss**




The
      Company incurred a net loss $428,084 for the six months ended June 30, 2006
      relative to a net loss of $244,112 for the six months ended June 30,
      2005  The
      $183,972 increase in net loss is primarily attributable to increase in operating
      expenses and financing costs in the six ended June 30, 2006.








**Liquidity
      and Cash Position**





**Operating
      Activities**




For
      the
      six months ended June 30, 2006 and 2005, the Company used $156,500 and $157,400,
      respectively, to fund operating activities. For the six months ended June 30,
      2006, a loss of $428,084 was partially offset by non-cash charges of 21,965
      of
      depreciation and amortization expense and $284,844 of stock based compensation
      and financing expense and increased by the net decrease in operating
      liabilities. For the six months ended June 30, 2005, a loss of $244,112 was
      partially offset by non-cash charges of $26,660 of depreciation and amortization
      expense, $5,490 of loan cost amortization, $48,266 of stock based compensation
      and a net decrease in operating assets.







**Investing
      Activities**




For
      the
      six months ended June 30, 2006 and June 30, 2005, the Company used $1,761
      and $12,305, respectively, to fund investing activities. The costs in 2005
      include $11,000 in costs attributable to the development of
      software.





**Financing
      Activities**




For
      the
      six months ended June 30, 2006 and June 30, 2005, the Company realized cash
      of
      $192,917 and $179,751, respectively, in connection with financing activities.
      For 2006, the financing activities included the receipt of $20,000 pursuant
      to
      the exercise of warrants which occurred in 2005, $97,500 from the current sale
      of common stock, $75,000 from the exercise of warrants, and $20,417 in net
      advances from a related party. For 2005, we received $189,550 in advances
      against a stock purchase agreement, $53,529 in loans and advances from related
      parties and others, and we paid $63,328 in principal payments relating to a
      settlement of convertible debentures.





13


**Going
      Concern Qualification**




For
      the
      six months ended June 30, 2006 the Company has a net loss of $428,084 and a
      negative cash flow from operations of $156,500, and as of June 30, 2006 the
      Company had a working capital deficiency of $273,402. 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
      Company plans to increase its sales by further expanding its distributor base
      in
      the “ergonomic” market sector and is investigating opportunities to license its
      intellectual property rights in order to generate additional revenues.  To
      this end the Company is seeking to extend its patents for its “grip-less” mouse
      across Europe and the Far East. The consolidated 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 additional
      financing for which they are currently in active negotiations with several
      financing institutions and increasing sales of the AirO 2 bic
      computer mouse.




**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      Company, including its subsidiaries, has incurred start-up costs, including
      administrative costs and research and development costs, while realizing limited
      operating revenue. The Company has had negative cash flow from operations since
      its inception. In the six months ended June 30, 2006 such negative cash flow
      was
      $156,500.




During
      the six months ended June 30, 2006, in order to fund operations, the Company
      issued 6,075,000 shares of common stock, valued at $182,250, for services and
      sold 10,100,000 shares of common stock for cash proceeds of
      $172,500.





Management
      of the Company estimates that to fund operations at current levels in the fiscal
      year ending December 31, 2006, the Company will need approximately $400,000
      more
      than the amount projected to be generated through operations. We may not be
      able
      to obtain any additional financing on acceptable terms or at all. Our ability
      to
      obtain debt financing may be particularly unlikely because we have little or
      no
      tangible assets to use as collateral security for the loan. As a result, we
      may
      not have adequate capital to implement future expansions, maintain our current
      levels of operation or to pursue strategic acquisitions. Our failure to obtain
      sufficient or any additional financing could result in the delay or abandonment
      of some or all of our development, plans, which could harm our business and
      the
      value of our common stock.





The
      Company’s strategy is 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. To this end the Company has been exploiting a strategic relationship
      with Advanced Computer Peripherals, Inc. (“ACP”), which has resulted so far in
      the inclusions of our mouse products via ACP into Ingram Micro’s EDI sales
      distribution system. This has resulted in listing of our products on websites
      such as the Comp USA and Wal-Mart websites..





14





The
      Company continues to investigate the opportunity to increase its sales to the
      US
      Government following clarification that Section 508 Law does require computer
      mice to meet the prevailing standards. The Company has developed an increasing
      reliance upon distributor/resellers. This business is now in excess of 50%
      of
      our sales. The potential for reduction in margins relative to the costs of
      direct access by the Company in to those markets, measured by time, employment
      of additional personnel and marketing costs and the use of distributors is
      considered to likely yield a greater return at this time. Further
      opportunities have opened up and we are considering the possibility of entering
      into the retail computer market sector, possibly by licensing the right to
      sell
      our products and also by the production of infomercials that promote our own
      sales. Reductions in gross margin may be necessary to achieve the pricing
      incentives required by such outlets Existing distribution channels show
      seasonality in that a lower business activity was observed during main holiday
      seasons; most noticeably during the winter holiday period. The
      Company 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. In the first
      quarter of 2006 we further extended the geographical scope of our patent
      application for our “grip-less mouse.” To date, the Company's intellectual
      property rights portfolio includes vacuum cleaner, fans, heaters and other
      domestic appliances. The Company intends to remain focused on developing sales
      of its Mouse and Software related products and developing other “parallel”
product technologies into products.





**US
      Mouse Patent Allowed:**




In
      July
      2006 notification was received from the US Patent and Trademark Office that
      the
      US Patent upon the Company’s “Grip-less Mouse” product had been allowed.





**COMPETITION:**





It
      is the
      view of the Company’s Board of Directors 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. Additionally, through our development of BrakemoorTM Anti.FatigueTM
software (patents pending) we seek to redefine the grip-less or click-less
      mouse
      market and avoid the potential risks that can be associated with performing
      active (stretching) exercise, by employing a passive relaxation model which,
      in
      our opinion, is more in concert with the needs of human physiology that is
      in a
      fatigued state. The employment of an IPR strategy is considered, but not
      guaranteed, to act as a barrier to entry by other providers of computer mice.
      It
      is also considered that the market environment, in regards to the general lack
      of recognition by mouse manufacturers of health issues due to mouse product
      usage, precludes entries by established 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".





15


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.




16





**Products:**





o
            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.





o
            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.





o
            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.





o
            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.





o
            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.





o
            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.





o
            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.





o
            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.





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


17




o
              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.


o
            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.





o
            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.





o
            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.





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.





o
            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.





18


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.





o
            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.





o
            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”.





o
            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 30 million individuals in the US could benefit
      from
      dexterity enhancing technology such at ours.




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.





19


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.





20




ITEM
      3.
      CONTROLS AND PROCEDURES




Evaluation
      of Disclosure Controls And Procedures




Disclosure
      controls and procedures are designed to ensure that information required to
      be
      disclosed in the reports filed or submitted under the Securities Exchange Act
      of
      1934 (the “Exchange Act”) is recorded, processed, summarized and reported,
      within the time period specified in the rules and forms of the Securities and
      Exchange Commission (the “SEC”).  Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in the reports filed under the Exchange
      Act
      is accumulated and communicated to management, including our President and
      Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure.  Our Chief Executive Officer and Chief Financial Officer, in
      consultation with our other members of management and advisors as appropriate,
      carried out an evaluation of the effectiveness of our disclosure controls and
      procedures as of the end of the period covered by this quarterly report pursuant
      to Rule 13a-15(b) promulgated under the Exchange Act.  Based upon that
      evaluation, our Chief Executive Officer and our Chief Financial Officer
      concluded that our disclosure controls and procedures are effective in alerting
      him in a timely fashion to all material information required to be included
      in
      our periodic filings with the SEC.




Changes
      in Internal Control over Financial Reporting




The
      term
      i *nternal
      control over financial reporting* is
      defined as a process designed by, or under the supervision of, our President
      and
      Principal Financial Officer, and effected by our board of directors, management
      and other personnel, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles. There
      were
      no changes in our internal control over financial reporting identified in
      connection with our evaluation of these controls as of the end of the period
      covered by this quarterly report that could have significantly affected those
      controls subsequent to the date of the evaluation referred to in the previous
      paragraph, including any correction action with regard to significant
      deficiencies and material weakness.




21




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 June 30, 2006 did not sell any equity securities, except
      that
      during the quarter we issued an aggregate of 17,500,000 shares of our Common
      Stock to two entities for a aggregate purchase price of $150,000. The issuances
      were made in private placement transactions under an exemption from the
      registration requirements of the Securities Act afforded by Section 4(2) of
      the
      Securities Act.





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





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.





22








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.Date:
              August 18, 2006
            By:
            /s/ William
              Thomas LargeName:
              William Thomas LargeTitle:
                President and Chief Executive Officer
              (Principal Executive Officer and Principal Accounting
                Officer)








23