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

                                  FORM 10-QSB/A
                                   (Mark One)

  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

               For the quarterly period amended September 30, 2003

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

                  For the transition period from _____ to _____

                         Commission file number 0-25417


                              TORBAY HOLDINGS, INC.

        (Exact Name of Small Business Issuer as Specified in its Charter)





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



                            4 MULFORD PLACE, SUITE 2G
                               HEMPSTEAD, NY 11550
                                  516 292 2023
                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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

Yes X No __

The Company had 72,789,155 shares of common stock outstanding as of December 15,
2003.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes __ No X



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                     ASSETS
                                                                                             September 30,
                                                                                                 2003             December 31,
                                                                                             (Unaudited)              2002
                                                                                             -----------          -----------
CURRENT ASSETS
<S>                                                                                          <C>                  <C>
 Cash                                                                                        $    43,353          $    59,403
 Accounts receivable, net                                                                          5,170                1,620
 Inventory                                                                                        44,984               65,453
 Prepaid expense                                                                                   2,800               15,748
                                                                                             -----------          -----------
     Total Current Assets                                                                         96,307              142,224
                                                                                             -----------          -----------

Property and equipment - net                                                                      19,175               22,661
                                                                                             -----------          -----------

OTHER ASSETS
 Intangible assets - net                                                                         101,569               97,957
 Deposits                                                                                          1,000                1,000
                                                                                             -----------          -----------
     Total Other Assets                                                                          102,569               98,957
                                                                                             -----------          -----------

TOTAL ASSETS                                                                                 $   218,051          $   263,842
                                                                                             ===========          ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                                       $   285,419          $   226,626
 Loan payable - officer                                                                            9,663                9,663
 12% convertible debentures                                                                      545,850              500,000
 Note payable                                                                                     50,000               50,000
                                                                                             -----------          -----------
     Total Current Liabilities                                                                   890,932              786,289
                                                                                             -----------          -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $.0001 par value, 20,000,000 shares authorized, 420,000 issued and
  outstanding                                                                                         42                   42
 Common stock, $.0001 par value, 100,000,000 shares authorized, 59,214,524 and
  20,912,617 issued and outstanding, respectively                                                  5,921                2,091
 Common stock to be issued (3,500,000 and 539,568 shares, respectively)                              350                   54
 Additional paid-in capital                                                                    3,243,810            2,652,336
 Accumulated deficit                                                                          (3,697,549)          (3,035,354)
 Accumulated other comprehensive loss                                                            (12,990)             (12,657)
 Deferred equity based expense                                                                  (212,465)            (128,959)
                                                                                             -----------          -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                                                  (672,881)            (522,447)
                                                                                             -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                               $   218,051          $   263,842
                                                                                             ===========          ===========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       1
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      AND OTHER COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         For the Three     For the Three     For the Nine      For the Nine
                                                         Months Ended      Months Ended      Months Ended      Months Ended
                                                         September 30,     September 30,     September 30,     September 30,
                                                             2003              2002              2003              2002
                                                         ------------      ------------      ------------      ------------
<S>                                                      <C>               <C>               <C>               <C>
SALES, NET                                               $     54,524      $         --      $     98,151      $         --

COST OF SALES                                                   9,141                --            17,721                --
                                                         ------------      ------------      ------------      ------------

GROSS PROFIT                                                   45,383                --            80,430                --
                                                         ------------      ------------      ------------      ------------

OPERATING EXPENSES
 Selling expenses                                              30,399            19,779            90,087            44,467
 Consulting fees                                                6,000            12,500           106,750            97,850
 Professional fees                                             47,499            17,430           137,793           129,157
 Directors fees and compensation                               24,733            22,150            57,164            53,650
 Other general and administrative                              32,107            33,811            84,650            77,931
                                                         ------------      ------------      ------------      ------------
       Total Operating Expenses                               140,738           105,670           476,444           403,055
                                                         ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                                          (95,355)         (105,670)         (396,014)         (403,055)

OTHER EXPENSES
 Interest and financing costs                                 117,056            91,633           266,181           359,258
                                                         ------------      ------------      ------------      ------------
       Total Other Expenses                                   117,056            91,633           266,181           359,258
                                                         ------------      ------------      ------------      ------------

NET LOSS                                                     (212,411)         (197,303)         (662,195)         (762,313)

OTHER COMPREHENSIVE INCOME/(LOSS)
 Foreign currency translation losses                           (1,165)           (2,178)             (333)           (8,569)
                                                         ------------      ------------      ------------      ------------

COMPREHENSIVE LOSS                                       $   (213,576)     $   (199,481)     $   (662,528)     $   (770,882)
                                                         ============      ============      ============      ============

Net loss per common share - basic and diluted            $         --      $      (0.01)     $      (0.02)     $      (0.04)
                                                         ============      ============      ============      ============

Weighted average number of common shares outstanding
 - basic and diluted                                       56,309,221        19,304,297        40,258,672        18,201,328
                                                         ============      ============      ============      ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                                                             Additional
                                  Preferred Stock             Common Stock      Common Stock To Be Issued      Paid-In
                                Shares       Amount       Shares        Amount     Shares         Amount       Capital
                             -----------  -----------  -----------  -----------  -----------   -----------   -----------
<S>                              <C>      <C>           <C>         <C>              <C>       <C>           <C>
Balance, December 31, 2002       420,000  $        42   20,912,617  $     2,091      539,568   $        54   $ 2,652,336

Common shares issued                  --           --      539,568           54     (539,568)          (54)           --

Issuance of common stock
 for professional services            --           --    1,251,000          125           --            --        62,375

Stock issued for consulting
 services                             --           --      250,000           25           --            --        14,975

Stock issued to acquire
 software license                     --           --      100,000           10           --            --         5,990

Issuance of common stock
 for notes payable                    --           --   34,578,006        3,458           --            --       200,692

Shares issued for legal
 services                             --           --    1,000,000          100           --            --         9,900

Shares issued for option
 exercised for cash                   --           --      583,333           58           --            --         6,942

Shares to be issued for
 consulting and advertising
 services                             --           --           --           --    3,500,000           350        32,150

Deferred financing expense
 incurred                             --           --           --           --           --            --       258,450

Amortization of deferred
financing expense                     --           --           --           --           --            --            --

Foreign currency
translation loss                      --           --           --           --           --            --            --

Net loss, 2003                        --           --           --           --           --            --            --
                             -----------  -----------  -----------  -----------  -----------   -----------   -----------
Balance, September 30, 2003      420,000  $        42   59,214,524  $     5,921    3,500,000   $       350   $ 3,243,810
                             ===========  ===========  ===========  ===========  ===========   ===========   ===========


<CAPTION>
                                             Accumulated   Deferred
                                                Other       Equity
                              Accumulated   Comprehensive    Based
                                Deficit    Income (Loss)    Expenses       Total
                              -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>
Balance, December 31, 2002    $(3,035,354)  $   (12,657)  $  (128,959)  $  (522,447)

Common shares issued                   --            --            --            --

Issuance of common stock
 for professional services             --            --            --        62,500

Stock issued for consulting
 services                              --            --            --        15,000

Stock issued to acquire
 software license                      --            --            --         6,000

Issuance of common stock
 for notes payable                     --            --            --       204,150

Shares issued for legal
 services                              --            --            --        10,000

Shares issued for option
 exercised for cash                    --            --            --         7,000

Shares to be issued for
 consulting and advertising
 services                              --            --       (12,000)       20,500

Deferred financing expense
 incurred                              --            --      (258,450)           --

Amortization of deferred
financing expense                      --            --       186,944       186,944

Foreign currency
translation loss                       --          (333)           --          (333)

Net loss, 2003                   (662,195)           --            --      (662,195)
                              -----------   -----------   -----------   -----------
Balance, September 30, 2003   $(3,697,549)  $   (12,990)  $  (212,465)  $  (672,881)
                              ===========   ===========   ===========   ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                   For The Nine     For The Nine Months
                                                                                   Months Ended      Ended September 30,
                                                                                 September 30, 2003       2002
                                                                                 ------------------ --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>                <C>
 Net loss                                                                            $(662,195)         $(762,313)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                         17,024                 --
  Common stock and warrants issued for services                                        108,000             50,100
  Deferred financing costs recognized                                                  186,944             42,458
  Deferred consulting                                                                       --             37,500
  Beneficial conversion feature on convertible debt                                         --            305,000
 Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                                                 (3,550)                --
    Inventory                                                                           20,469                 --
    Prepaid expenses                                                                    12,948              3,593
  Increase (decrease) in:
    Accounts payable and accrued expenses                                               58,793             17,388
                                                                                     ---------          ---------
       Net Cash Used In Operating Activities                                          (261,567)          (306,274)
                                                                                     ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                                    (11,150)           (23,245)
                                                                                     ---------          ---------
       Net Cash Used In Investing Activities                                           (11,150)           (23,245)
                                                                                     ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Obligations (payments) under capital leases                                                --            (14,351)
 Proceeds from issuance of common stock                                                  7,000              5,000
 Subscriptions receivable                                                                   --             40,000
 Proceeds from loans payable stockholders                                                   --             20,325
 Proceeds from issuance of notes and loans payable                                     250,000            305,000
 Advance for stock purchase                                                                 --             47,800
                                                                                     ---------          ---------
       Net Cash Provided By Financing Activities                                       257,000            403,774
                                                                                     ---------          ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                   (333)            (8,371)
                                                                                     ---------          ---------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                       (16,050)            65,884

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                      $  59,403          $      45
                                                                                     ---------          ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                            $  43,353          $  65,929
                                                                                     =========          =========
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the nine month  period ended  September  30, 2003, a portion of the notes
payable in the amount of $204,150 was converted into 34,578,006 shares of common
stock.

On February 7, 2003,  the Company  issued  100,000  common  shares having a fair
value of $6,000 in exchange for a software license.

     See accompanying notes to condensed consolidated financial statements.




                                       4
<PAGE>
                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (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  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 nine  months  ended  September  30, 2003 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended December 31, 2003. 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
     consolidated  financial  statements  and  related  notes  included  in  the
     Company's Form 10-KSB for the year ended December 31, 2002.

     (B) Advertising

     The Company expenses the production costs of advertising the first time the
     advertising takes place, except for direct-response  advertising,  which is
     capitalized and amortized over the expected period of future  benefits.  As
     of September 30, 2003, $38,500 of advertising expense has been recognized.

     (C) 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.   Consigned  inventory
     (amounting  to  less  than  1% of the  Company's  total  inventory)  is not
     recognized as revenue until the product has been sold by the consignee.





                                       5
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)

     (D) Recent Accounting Pronouncements

     In January 2003, The FASB issued  Interpretation No. 46,  "Consolidation of
     Variable  Interest  Entities",  an  interpretation  of Accounting  Research
     Bulletin   ("ARB")   No.   51,   "Consolidated    Financial    Statements".
     Interpretation  No. 46 addresses  consolidation by business  enterprises of
     variable  interest  entities,  which  have  one or  both  of the  following
     characteristics:  (i) the equity  investment  at risk is not  sufficient to
     permit the entity to finance its activities without additional subordinated
     support from other parties,  which is provided  through other interest that
     will absorb  some or all of the  expected  losses of the  entity;  (ii) the
     equity   investors   lack   one  or   more  of  the   following   essential
     characteristics of a controlling financial interest: the direct or indirect
     ability to make  decisions  about the entities  activities  through  voting
     rights or similar  rights;  or the obligation to absorb the expected losses
     of the entity if they  occur,  which  makes it  possible  for the entity to
     finance its activities;  the right to receive the expected residual returns
     of the  entity if they  occur,  which is the  compensation  for the risk of
     absorbing the expected losses.

     Interpretation  No. 46 also requires  expanded  disclosures  by the primary
     beneficiary (as defined) of a variable interest entity and by an enterprise
     that holds a significant  variable  interest in a variable  interest entity
     but  is  not  the  primary  beneficiary.   Interpretation  No.  46  applies
     immediately to variable  interest  entities created after January 31, 2003,
     and to  variable  interest  entities  in which  an  enterprise  obtains  an
     interest  after that date.  It applies in the first  fiscal year or interim
     period  beginning  after June 15, 2003,  to variable  interest  entities in
     which an  enterprise  holds a variable  interest  that it  acquired  before
     February 1, 2003. Interpretation No. 46 may be applied prospectively with a
     cumulative-effect adjustment as of the date on which it is first applied or
     by restating  previously issued financial  statements for one or more years
     with a  cumulative-effect  adjustment as of the beginning of the first year
     restated.

     Management does not expect the adoption of Interpretation  No. 46 to have a
     material impact on the Company's consolidated financial position or results
     of operations.

     In June 2003,  the FASB issued an Exposure Draft for proposed SFAS entitled
     "Qualifying  Special Purpose Entities ("QSPE") and Isolation of transferred
     Assets", an amendment of SFAS No. 140 ("The Exposure Draft").  The Exposure
     Draft is a  proposal  that is  subject  to change  and as such,  is not yet
     authoritative.  If the  proposal  is enacted in its current  form,  it will
     amend and clarify  SFAS 140. The  Exposure  Draft would  prohibit an entity
     from being a QSPE if it enters into an agreement  that obliged a transferor
     of financial assets,  its affiliates,  or its agents to deliver  additional
     cash or other assets to fulfill the special-purposes entity's obligation to
     beneficial interest holders.


                                       6
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)


     (E) Reclassifications

     Certain items in the 2002 financial  statements  have been  reclassified to
     conform to the 2003 presentation.

     (F) Management's Estimates

     The  preparation of the 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  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     (G) Loss Per Share

     Basic and  diluted  loss per  common  share for all  periods  presented  is
     computed based on the weighted average common shares outstanding during the
     year as defined by Statement of Financial  Accounting  Standards,  No. 128,
     "Earnings Per Share".  The assumed exercise of common stock equivalents was
     not utilized since the effect would be anti-dilutive.

NOTE 2 STOCKHOLDERS' DEFICIENCY

     Common Stock

     On February 5, 2003,  the Company  entered  into a two-month  non-exclusive
     agreement with a consultant to provide  strategic  planning  services.  The
     agreement  called for the  consultant  to receive  up to  2,000,000  shares
     whereby  1,251,000  shares of S-8  registered  shares  were issued upon the
     effective  date of the agreement  for the initial  period.  This  agreement
     expired on April 4, 2003 and has not been  extended.  The 1,251,000  shares
     were  issued  on  February  5, 2003 and  valued  for  financial  accounting
     purposes  at  $62,500,  the fair  market  value of the common  stock on the
     effective date of the agreement based on concurrent cash offerings.

     On February  6, 2003,  the Company  entered  into a one-year  non-exclusive
     agreement with a consultant to provide  strategic  planning  services.  The
     agreement  calls for the consultant to receive 250,000 shares of restricted
     common  stock upon the  effective  date of the  agreement  for the  initial
     period. The 250,000 shares were valued for financial accounting purposes at
     $15,000, the fair market value of the common stock on the effective date of
     the agreement based on concurrent  cash  offerings,  and were issued in the
     second quarter.  The consultant is entitled to an additional 500,000 shares
     upon the consultant  identifying and introducing and the Company closing on
     agreements  with  European  community  contacts.  On February 7, 2003,  the
     Company  entered  into  an  agreement  whereby  the  Company  received  the
     exclusive  license of software named NIB Version 1.0,  which  automatically
     actuates  contextual menus in computer  programs without the need to use or
     click a computer mouse button. In consideration,  the Company has agreed to
     issue  100,000  shares of common  stock  valued  for  financial  accounting
     purposes  at  $6,000,  the fair  market  value of the  common  stock on the
     effective date of the agreement  based on concurrent  cash  offerings.  The
     shares were issued in the second quarter.



                                       7
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)

     On April 21, 2003, the Company  entered into an agreement with a consultant
     whereby the consultant is to analyze and provide  advice and  introductions
     as  to  both  short  and  long-term  strategic  business  plans,   business
     development,  marketing and communications.  In consideration,  the Company
     has agreed to issue  3,000,000  shares of common stock valued for financial
     accounting  purposes at $24,000,  the fair market value of the common stock
     on the effective date of the agreement  based on concurrent cash offerings,
     of which $12,000 has been recognized as consulting  expense and $12,000 has
     been  included  in equity  as  deferred  equity  based  expense.  The chief
     executive  officer has made available  3,000,000 shares of his common stock
     to be transferred to the  consultant.  These shares are to be repaid to the
     chief executive  officer and are reflected as to be issued at September 30,
     2003.

     During April 2003,  the Company  issued  1,000,000  shares of common stock,
     valued for financial  accounting purposes at $10,000, the fair market value
     of the common stock, as consideration for legal services.

     During June 2003, the Company  issued  583,333 shares of restricted  common
     stock for options exercised for cash proceeds of $7,000.

     During the nine months ended  September  30, 2003, an aggregate of $204,150
     of the notes payable issued on May 15, 2002 were converted into  34,578,006
     shares of  common  stock.  The  aggregate  amounts  converted  and  average
     conversion  price per share  during  each  month is as  follows:  January -
     $20,000 at $.0169; February - $10,000 at $.0145; March - $30,000 at $.0079;
     April - $16,050  at  $.0035;  May - $29,200  at  $.0043;  June - $21,500 at
     $.0053; July - $30,100 at $.0057; August - $25,800 at $.0058; and September
     - $21,500 at $.0058.

     On August 1, 2003,  the Board of Directors  authorized  an amendment to the
     Company's Certificate of Incorporation to increase the number of authorized
     shares,  from  120,000,000  (100,000,000  of common stock and 20,000,000 of
     preferred stock) to 520,000,000 (500,000,000 of common stock and 20,000,000
     of preferred stock) subject to shareholder  approval.  The shareholder vote
     has not yet been scheduled.


                                       8
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 3   12% CONVERTIBLE DEBENTURES

     During the second and third quarters of 2003, the Company received $110,000
     and  $140,000,  respectively,  pursuant to a debenture  offering to various
     investors.  The  debentures  bear  interest at 12% per year and interest is
     payable,  at the option of the holder,  either  quarterly or at the time of
     conversion.  They are  convertible  at the lesser of a 50% discount to fair
     market  value  or  $0.05  and  are  due in one  year.  As a  result  of the
     conversion  provision,  the Company has  recorded a  beneficial  conversion
     feature of $250,000,  which is being  amortized over the term of the notes.
     Additionally,  the Company issued  500,000 common stock purchase  warrants.
     The warrants are exercisable at $0.03 per share for a period of five years.
     These  warrants have been valued at $8,450 in the aggregate and this amount
     is being amortized over the term of the notes.

     Certain of the  Company's  debentures  came due during the second and third
     quarters  of  2003.  The  Company  had  previously  received  a  five-month
     extension of the maturity date of the debentures issued on May 15, 2002, to
     October 16,  2003.  The  remaining  outstanding  balance of $7,750 of these
     debentures ($45,850 less amount converted  subsequent to September 30, 2003
     (See Note 7)) has not been paid.  Also,  the  debentures  due on August 21,
     2003 were not paid at maturity.  Because of the  non-payment  of the August
     debentures,  all of the  debentures  issued  in 2002 are in  default  as of
     September  30,  2003.  At the option of the  holders  of a majority  of the
     aggregate principal amount of the outstanding debentures issued pursuant to
     the purchase agreement  exercisable  through the delivery of written notice
     to the Company by such holders (the "Default  Notice") the debentures shall
     become immediately due and payable and the Company shall pay to the holder,
     in full satisfaction of its obligations  hereunder,  an amount equal to the
     greater  of (i) 130%  times the sum of (w) the then  outstanding  principal
     amount of the debenture plus (x) accrued and unpaid  interest on the unpaid
     principal  amount of this debenture to the date of payment (the  "Mandatory
     Prepayment  Date")  plus  (y)  default  interest,  if any,  on the  amounts
     referred  to in clauses  (w) and/or  (x) plus (z) any  amounts  owed to the
     holder  pursuant to other sections of the debentures  (the Default Sum") or
     (ii) the "parity  value" of the Default  Sum to be  prepaid,  where  parity
     value means (a) the highest  number of shares of common stock issuable upon
     conversion  of or  otherwise  pursuant to such  Default  Sum,  treating the
     trading day  immediately  preceding  the Mandatory  Prepayment  Date as the
     "Conversion  Date"  for  purposes  of  determining  the  lowest  applicable
     conversion  price,  multiplied  by (b) the  highest  closing  price for the
     common stock during the period beginning on the date of first occurrence of
     the event of default and ending one day prior to the  Mandatory  Prepayment
     Date (the "Default  Amount") and all other amounts payable  hereunder shall
     immediately  become due and payable,  all without  demand,  presentment  or
     notice, all of which hereby are expressly waived,  together with all costs,
     including,  without limitation, legal fees and expenses, of collection, and
     the holder  shall be  entitled to exercise  all other  rights and  remedies
     available  at law or in equity.  If the  Company  fails to pay the  Default
     Amount within five business days of written  notice that such amount is due
     and payable,  then the holder shall have the right at any time,  so long as
     the  Company  remains in default  (and so long and to the extent that there
     are sufficient  authorized  shares),  to require the Company,  upon written
     notice, to immediately  issue, in lieu of the Default Amount, the number of
     shares of common stock of the Company equal to the Default  Amount  divided
     by the conversion price then in effect.



                                       9
<PAGE>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)


     The debentures are secured by a security  agreement under which the Company
     pledged  substantially  all  of  its  assets,  including  goods,  fixtures,
     equipment, inventory, contract rights, and receivables.

     The following schedule reflects convertible  debentures as of September 30,
     2003 and December 31, 2002 (in order of original issue date):

<TABLE>
<CAPTION>
                                                                                     2003                2002
                                                                                ----------------    ----------------
<S>                                                                             <C>                 <C>
     12% convertible debenture, interest payable quarterly,  unsecured, due     $       45,850      $      250,000
      October 16, 2003 (net of conversion of $204,150)

     12% convertible debenture, interest payable quarterly,  unsecured, due
      August 21, 2003                                                                   55,000              55,000

     12% convertible debenture, interest payable quarterly,  unsecured, due
      December 10, 2003                                                                195,000             195,000

     12% convertible debenture, interest payable quarterly,  unsecured, due
      April 16, 2004                                                                    50,000                -

     12% convertible debenture, interest payable quarterly,  unsecured, due
      May 15, 2004                                                                      25,000                -

     12% convertible debenture, interest payable quarterly,  unsecured, due
      June 20, 2004                                                                     35,000                -

     12% convertible debenture, interest payable quarterly,  unsecured, due
      July 18, 2004                                                                    140,000      $         -
                                                                                ----------------    ----------------
         Total                                                                  $      545,850      $      500,000
                                                                                ================    ================
</TABLE>


NOTE 4   NOTE PAYABLE

     Note  payable  consists  of a  $50,000  note due to an  individual  that is
     non-interest  bearing,  convertible  to shares of common stock at $1.50 per
     share,  unsecured,  due  March  23,  2003.  This  note is  currently  being
     renegotiated.



                                       10
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 5   COMMITMENTS AND CONTINGENCIES

     On June 5, 2003,  the Company  finalized  an  agreement  through  which the
     Company  is to  receive  a media  package,  which  will  include  broadcast
     productions as well as print media placements.  The consideration  includes
     $30,000 for advertising  production  costs,  payable in $10,000  increments
     based  on  completion  of  certain  milestones  by  the  consultant.  As of
     September 30, 2003, all of the production  milestones  have been completed.
     Accordingly,   $30,000  of  selling  expense  has  been   recognized.   The
     consideration  also  includes  500,000  shares of common stock to be issued
     having an  aggregate  fair  market  value of $8,500  (based on the  closing
     trading  price on the date the  agreement was  finalized)  for  advertising
     communication  costs.  The expense related to the shares was recognized the
     first time the advertising occurred, which was in August 2003.

     The Company is required to pay royalty payments at a rate of $3 per copy of
     certain software that is distributed in any manner.  The minimum  royalties
     are $500 for the second  quarter of 2003,  $1,000 for the third quarter for
     2003,  $2,000  for the  fourth  quarter  of 2003  and  $3,000  per  quarter
     thereafter.  The term of the  agreement is  perpetual  provided the Company
     continues to pay the royalty payments within 120 days after the end of each
     quarter  and abides by the other  terms of the  agreement.  During the nine
     month period ended  September  30, 2003,  the Company  recorded the minimum
     royalties of $1,500.

NOTE 6   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 $662,195,  a negative
     cash flow from  operations  of $261,567,  a working  capital  deficiency of
     $794,625 and a  stockholders'  deficiency of $672,881.  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 and  implement  its business
     plan. The financial statements do not include any adjustments that might be
     necessary if the Company is unable to continue as a going concern.

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



                                       11
<PAGE>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 7   SUBSEQUENT EVENTS

     Subsequent to September 30, 2003,  the Company issued  8,574,631  shares of
     common stock upon conversion of $38,100 principal amount of debentures.

     Also,  subsequent to September 30, 2003, the Company issued an aggregate of
     3,750,000  shares  of common  stock for  options  exercised  for  aggregate
     proceeds of $18,750.

     Effective  November 2003, the Company  entered into a three-year  operating
     lease at $1,897 per month expiring October 31, 2006.




                                       12
<PAGE>

Item 2. Management Discussion and Analysis

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

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. We have acquired
intellectual  property  rights  including 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.

We sell and market the Quill  Mouse  computer  mouse and related  software.  The
Company's products are designed to attract a premium, price in the upper sectors
of our market. There is no assurance that we, through our subsidiaries,  will be
able to successfully manufacture or market these items.

The  Company  intends  to market and sell only  products  that are  designed  to
attract a premium,  upscale market.  Management  believes that it has identified
several  products,  including the Quill Mouse, that fall into an under exploited
opportunity  in  the  computer,  market.  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 Quill Mouse and related software.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Gross Profit

For the three months ended September 30, 2003, the Company  generated revenue of
$54,524,  an  increase of $22,598,  or 71%,  as  compared to the  previous  2003
quarter.  There was no revenue in the comparable  period of 2002.  Cost of sales
was $9,141 for the three months ended  September 30, 2003, with no cost of sales
for the three months ended  September 30, 2002.  Gross profit was $45,383 or 83%
of revenue for the quarter.  The increase in the Company's  revenues and cost of
sales resulted from the  commencement of sales by the Company of its Quill Mouse
and related accessories.



                                       13
<PAGE>

Operating Expenses

For the three months ended  September  30, 2003,  operating  expenses  increased
$35,068 or 33% from  $105,670 for the three months ended  September  30, 2002 to
$140,738  for the three  months ended  September  30, 2003.  The increase in the
Company's operating expenses is attributable to increases in selling expenses of
$10,620  and  professional  fees of  $30,069,  which was  partially  offset by a
decrease in consulting fees of $6,500.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Gross Profit

For the nine months ended September 30, 2003, the Company  generated  revenue of
$98,151.  There was no revenue in the comparable  period of 2002.  Cost of sales
was $17,721 for the nine months ended  September 30, 2003, with no cost of sales
for the nine months ended September 30, 2002. Gross profit was $80,430 or 82% of
revenue for the period. The increase in the Company's revenues and cost of sales
resulted  from the  commencement  of sales by the Company of its Quill Mouse and
related accessories.


Operating Expenses

For the nine months ended  September  30,  2003,  operating  expenses  increased
$73,389 or 18% from  $403,055  for the nine months ended  September  30, 2002 to
$476,444  for the nine months  ended  September  30,  2003.  The increase in the
Company's operating expenses is attributable to increases in selling expenses of
$45,620 and consulting and professional fees of $17,536.

Cash Position

Operating Activities

During the nine months ended  September 30, 2003, as compared to the nine months
ended September 30, 2002, the Company used $261,567 and $306,274,  respectively,
to fund operating  activities.  The decrease of $44,707 was primarily the result
of a decrease in net loss of $100,118 with an increase in accounts  payables and
accrued expenses of $41,405 and a decrease in current assets of $26,274,  offset
by a decrease on non-cash expenses of $123,090.

Investing Activities

During the nine months ended  September 30, 2003, as compared to the nine months
ended September 30, 2002, the Company used $11,150 and $23,245, respectively, to
fund  investing  activities.  This  decrease  of  $12,095  was the result of the
Company  expending  funds on the upgrading of its software in 2003,  without any
increase in its property and equipment.

Financing Activities

During the nine months ended  September 30, 2003, as compared to the nine months
ended  September 30, 2002,  the Company  realized cash of $257,000 and $403,774,
respectively, in connection with financing activities. This decrease of $146,774
was the result of a  decrease  in the sale of  secured  convertible  debentures,
shares of common stock and proceeds from note payable.

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.  Revenue  commenced in late 2002.  To date,  the Company has
funded  operations  primarily  from the proceeds of sales of its  securities and
from loans.  Since inception,  the Company has received an aggregate of $903,648
from the sale of its  securities  and  $948,924  from  loan  proceeds.  Designer
Appliances  issued  promissory  notes in an aggregate amount of $161,650 for the
cost of purchasing the intellectual property rights to its products,  which were
repaid in full from subscription proceeds in 1999.

The Company  has had  minimal,  though  increasing,  sales and  revenue  through
September 30, 2003,  obtained through indirect  marketing  programs.  Such sales
were primarily via its website as it develops recognition for its products and a
knowledge  of its brand  amongst  the  professional  ergonomic  industry.  Since
inception,  the  Company and its  subsidiaries  have  focused on  organizational
activities  and  research  and  development  of the  Company's  products and the
development of marketing  strategies.  At the end of 2002, the Company commenced
production and shipment of its Quill mouse product. Management estimates that it
would require  between $6.5 million and $18.2 million over the next two years to
support  manufacturing  and  marketing  operations  of all the  products  in its
intellectual  property rights portfolio,  which include vacuum cleaner and other
intellectual  property  rights  bearing  domestic  appliances.  The Company will
consequently maintain a focus on developing sales of its Quill Mouse and related
products and, to this end, has introduced two new products:

o    Nib software, which performs a high percentage of computer mouse clicks for
     the users and subject to its effective utilization; and

o    The Quill Well Mouse mat.

In addition it has also  entered  into a  co-marketing  agreement  with  Balance
Systems Inc,  maker of the FlexTend  Orthotic  Exercise  Glove to produce hybrid
product offering called the Carpal Management System.

Revenues  generated by sales of the QUILL where possible will be used to further
develop QUILL sales until a cash flow positive and profit positive  position can
be  established  at  sustainable  levels so  allowing  for access to bank credit
instruments,  thereby reducing the extent of external  financing  required.  The
estimated amount of working capital that the Company will need, to implement the
commercialization  and  distribution  over the next year of the QUILL Mouse,  at
current  operational  levels,  and in the  absence  of sales,  is  approximately
$500,000.  There are no planned  acquisitions of additional  subsidiaries during
the next 12-month period.

RECENT FINANCING

May 2002 Financing



                                       14
<PAGE>

The Company entered into a Securities  Purchase  Agreement on May 15, 2002; with
several institutional  investors (the "Investors") for the sale of the Company's
12% secured  convertible  debentures in the principal amount of $500,000 and the
Company also issued warrants to purchase an aggregate of up to 1,500,000  shares
of the Company's common stock. The modified terms of the convertible  debentures
provide for full payment of the initial  $250,000  funding on or before  October
16, 2003.  As of September 30, 2003,  $204,150 of the principal  amount of these
debentures had been converted into common stock,  leaving a principal balance of
$45,850.  The  remainder  of the  debentures  issued in 2002 are due  $55,000 on
August 21, 2003 and  $195,000 on December 10, 2003.  The  debentures,  including
accrued and unpaid  interest,  may be converted at any time at the lesser of (i)
$.05 or (ii) the average of the lowest  three (3) trading  prices  during the 20
trading  days  immediately  prior  to the date the  conversion  notice  is sent,
divided by two. The warrants  entitle  each  investor to purchase  shares of the
Company's  common stock at a price equal to $.05 per share. The Company utilized
the net proceeds generated from the sale of the secured  convertible  debentures
for working capital and marketing purposes.

Under a related  registration  rights agreement,  the Company agreed to register
all of the shares  underlying  such  convertible  debentures  and  warrants on a
registration statement on Form SB-2 to be filed with the Securities and Exchange
Commission. The actual number of shares of common stock issuable upon conversion
of the  debentures  and exercise of the related  warrants is  indeterminate,  is
subject to  adjustment  and could depend on factors which cannot be predicted by
the Company at this time including, among other factors, the future market price
of the common stock and the anti-dilution provisions contained in the agreement.
The Company has reserved 28,000,000 shares of its common stock for issuance upon
conversion of the convertible debentures and the related warrants.

Under the terms of the debentures and the related  warrants,  the debentures are
convertible  and the warrants are  exercisable  by the holder only to the extent
that the number of shares of common stock issuable  pursuant to such securities,
together  with the number of shares of common stock owned by such holder and its
affiliates  (but not  including  shares of common stock  underlying  unconverted
shares of debentures or unexercised  portions of the warrants)  would not exceed
4.9% of the then  outstanding  common stock as  determined  in  accordance  with
Section 13(d) of the Exchange Act.

The  Securities  Purchase  Agreement  also places  certain  restrictions  on the
Company's ability to obtain additional  financing.  The agreement  prohibits the
Company  until the later of 270 days from the date of  closing  or 180 days from
the date of an effective  registration  statement from obtaining financing which
would  involve the issuance of additional  common stock without first  obtaining
the  consent of the  investors.  In  addition,  the Company is  prohibited  from
entering  into any  financial  arrangements  which would involve the issuance of
common  stock  for a period  of two (2)  years  from  the date the  registration
statement becomes effective,  without first giving the investors the opportunity
to purchase an equal number of shares of common  stock to maintain  their equity
position with the Company.

Certain  of the  Company's  debentures  came due  during  the  second  and third
quarters of 2003. The Company had previously received a five-month  extension of
the maturity date of the debentures issued on May 15, 2002, to October 16, 2003.
The remaining  outstanding  balance of $7,750 of these debentures  ($45,850 less
amount  converted  subsequent  to September  30, 2003 (See Note 7)) has not been
paid.  Also,  the  debentures  due on August 21, 2003 were not paid at maturity.
Because of the  non-payment  of the  August  debentures,  all of the  debentures
issued in 2002 are in default as of September 30, 2003. The  investors,  through
the delivery of a default notice, can require repayment of the debentures, which
includes penalties.

April 2003 Financing

To  obtain  funding  for  our  ongoing  operations,  we  entered  into a  second
Securities  Purchase Agreement with four accredited  investors on April 16, 2003
for the sale of (i) $250,000 in convertible  debentures and (ii) warrants to buy
500,000  shares of our common  stock.  The  investors  have  provided us with an
aggregate of $250,000 as follows:

o $50,000 was disbursed on April 16, 2003;

o $25,000 was disbursed on May 15, 2003;

o $35,000 was disbursed on June 20, 2003; and

o $140,000 was disbursed on July 18, 2003.

Accordingly,  we have  received a total of $250,000  pursuant to the  Securities
Purchase  Agreement.  The Company  utilized the net proceeds  generated from the
sale of the secured  convertible  debentures  for working  capital and marketing
purposes.

The  debentures  bear  interest  at 12%,  mature  on one  year  from the date of
issuance, and are convertible,  including accrued and unpaid interest,  into our
common stock, at the selling  stockholders' option, at the lower of (i) $0.05 or
(ii) 50% of the  average of the three  lowest  intraday  trading  prices for the
common  stock on a  principal  market  for the 20  trading  days  before but not
including the  conversion  date.  Accordingly,  there is in fact no limit on the
number of shares into which the debentures may be converted. Except as otherwise
noted,  the investors were  accredited  investors and transfer was restricted by
Torbay in accordance  with the  requirements  of the  Securities Act of 1933. In
addition the investors  were provided with access to our Securities and Exchange
Commission filings.



                                       15
<PAGE>

The  Company's   ability  to  continue  its   operations,   in  the  absence  of
significantly  increased  revenues from sales,  is dependent upon its ability to
generate sales and in that absence it is dependent upon receiving sufficient and
additional capital financing until such levels of sales are achieved to generate
a positive  cash flow.  The Company may raise  capital by the sale of its equity
securities,  through an offering of debt  securities,  or from  borrowing from a
financial  institution.  The Company's  financial  statements raise  substantial
doubt about its ability to continue as a going  concern if  sufficient  revenues
are not generated or additional  funding is not acquired or alternative  sources
of capital developed to meet its working capital needs.

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

CONTRACTUAL COMMITMENTS:

As of the September 30, 2003 the contractual  commitments of the Company were as
follows.





ENTITY           PURPOSE            AMOUNT        DURATION      COMMENT
---------------  ----------------  ---------  ----------------  -------

                 Office                       3 Years from Nov
Property Lease   accommodations    $1,897.38  03
---------------  ----------------  ---------  ----------------  -------
                 Car                          36 months from
Lease Financing  Lease/Purchase    $     534  Feb 03
---------------  ----------------  ---------  ----------------  -------



As of  September  30,  2003,  the  Company has  secured  convertible  debentures
outstanding as follows:




<TABLE>
<CAPTION>
                                                                                             Warrants
                                                                                             Issued in
                                                                                             Connection
                                         Issued                                                with
Date of                               Convertible     Principal     Principal     Accrued   Convertible
Issuance           Date of Maturity    Debenture      Redeemed      Amount Due    Interest   Debenture
----------------- ------------------- -------------- ------------ ------------ ------------ -------------
<S>                     <C>   <C>     <C>            <C>          <C>          <C>            <C>
First Issuance          11/14/03      $500,000.00    $164,450.00  $335,550.00  $59,523.73     750,000
---------------
 (May 2002)

Second  Issuance         4/16/04       250,000.00      38,700.00   211,300.00   7,010.80     500,000
-----------------
 (April 2003)

                                     -------------- ------------ ------------ ------------ -------------
                   Total              750,000.00     203,150.00   545,850.00   66,534.53    1,250,000
                                     -------------- ------------ ------------ ------------ -------------
</TABLE>


ITEM 3. CONTROLS AND PROCEDURES

As of September 30, 2003, an evaluation was performed  under the supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive Officer and the Chief Financial  Officer,  of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the Company's  management,  including the Chief  Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2003. There have been
no significant  changes in the Company's  internal  controls or in other factors
that could  significantly  affect internal controls  subsequent to September 30,
2003.



                                       16
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not aware of any  currently  pending  legal  proceeding or that a
governmental authority is contemplating any commencing a proceeding.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

To  obtain  funding  for  our  ongoing  operations,  we  entered  into a  second
Securities  Purchase Agreement with four accredited  investors on April 16, 2003
for the sale of (i) $250,000 in convertible  debentures and (ii) warrants to buy
500,000  shares of our common  stock.  The  investors  have  provided us with an
aggregate of $250,000 as follows:

o $50,000 was disbursed on April 16, 2003;

o $25,000 was disbursed on May 15, 2003;

o $35,000 was disbursed on June 20, 2003; and

o $140,000 was disbursed on July 18, 2003.

Accordingly,  we have  received a total of $250,000  pursuant to the  Securities
Purchase  Agreement.  The Company  utilized the net proceeds  generated from the
sale of the secured  convertible  debentures  for working  capital and marketing
purposes.

The  debentures  bear  interest  at 12%,  mature  on one  year  from the date of
issuance, and are convertible,  including accrued and unpaid interest,  into our
common stock, at the selling  stockholders' option, at the lower of (i) $0.05 or
(ii) 50% of the  average of the three  lowest  intraday  trading  prices for the
common  stock on a  principal  market  for the 20  trading  days  before but not
including the  conversion  date.  Accordingly,  there is in fact no limit on the
number of shares into which the debentures may be converted. Except as otherwise
noted,  the investors were  accredited  investors and transfer was restricted by
Torbay in accordance  with the  requirements  of the  Securities Act of 1933. In
addition the investors  were provided with access to our Securities and Exchange
Commission filings.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Certain  of the  Company's  debentures  came due  during  the  second  and third
quarters of 2003. The Company had previously received a five-month  extension of
the maturity date of the debentures issued on May 15, 2002, to October 16, 2003.
The remaining  outstanding  balance of $7,750 of these debentures  ($45,850 less
amount  converted  subsequent to September 30, 2003 has not been paid. Also, the
debentures  due on August  21,  2003 were not paid at  maturity.  Because of the
non-payment of the August  debentures,  all of the debentures issued in 2002 are
in default as of September 30, 2003.  The  investors,  through the delivery of a
default  notice,  can  require  repayment  of  the  debentures,  which  includes
penalties.

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

None.

ITEM 5. OTHER INFORMATION

None.




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<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) 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.

(b) Reports on Form 8-K

The Company did not file any reports on Form 8-K for the third quarter of fiscal
2003.




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<PAGE>
                                   SIGNATURES

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

TORBAY HOLDINGS, INC.

By: William Thomas Large
---------------------------------------------------------------
Name: William Thomas Large
Title: President and Chief Executive Officer
(Principal Executive Officer and Principal Accounting Officer)

Date: December 15, 2003




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