<PAGE>

                     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 June 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



                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES

                                                   ASSETS

<TABLE>
<CAPTION>
                                                                                      June 30, 2003
                                                                                      (Unaudited)     December 31,
                                                                                      (As Restated)        2002
                                                                                       -----------    -----------
<S>                                                                                    <C>            <C>
CURRENT ASSETS
 Cash                                                                                  $    13,905    $    59,403
 Accounts receivable, net                                                                        -          1,620
 Inventory                                                                                  55,228         65,453
 Prepaid expense                                                                                 -         15,748
                                                                                       -----------    -----------
     Total Current Assets                                                                   69,133        142,224
                                                                                       -----------    -----------

Property and equipment - net                                                                20,337         22,661
                                                                                       -----------    -----------

OTHER ASSETS
 Intangible assets - net                                                                    98,011         97,957
 Deposits                                                                                    1,000          1,000
                                                                                       -----------    -----------
     Total Other Assets                                                                     99,011         98,957
                                                                                       -----------    -----------

TOTAL ASSETS                                                                           $   188,481    $   263,842
                                                                                       ===========    ===========
                               LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                                 $   278,992    $   226,626
 Loan payable - officer                                                                      9,663          9,663
 12% convertible debentures                                                                483,250        500,000
 Notes payable                                                                              50,000         50,000
                                                                                       -----------    -----------
     Total Current Liabilities                                                             821,905        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, 45,809,542 and
  20,912,617 issued and outstanding, respectively                                            4,581          2,091
 Common stock to be issued (3,500,000 and 539,568 shares, respectively)                        350             54
 Additional paid-in capital                                                              3,022,300      2,652,336
 Accumulated deficit                                                                    (3,485,138)    (3,035,354)
 Accumulated other comprehensive loss                                                      (11,825)       (12,657)
 Deferred equity based expenses                                                           (163,734)      (128,959)
                                                                                       -----------    -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                                            (633,424)      (522,447)
                                                                                       -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                         $   188,481    $   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 Six
                                                Months Ended   For the Three   Months Ended     For the Six
                                               June 30, 2003 Months Ended June June 30, 2003    Months Ended
                                               (As Restated)      30, 2002     (As Restated)    June 30, 2002
                                                ------------    ------------    ------------    ------------
<S>                                             <C>                             <C>
SALES, NET                                      $     31,926    $          -    $     43,627    $          -

COST OF SALES                                          5,316               -           8,580               -
                                                ------------    ------------    ------------    ------------

GROSS PROFIT                                          26,610               -          35,047               -
                                                ------------    ------------    ------------    ------------

OPERATING EXPENSES
 Selling expenses                                     47,958               -          59,688               -
 Consulting fees                                       6,000          69,750         100,750          85,350
 Professional fees                                    77,282          88,555          90,294         111,727
 Directors fees and compensation                      13,756          26,000          32,431          31,500
 Other general and administrative                     25,242          61,653          52,543          68,808
                                                ------------    ------------    ------------    ------------
       Total Operating Expenses                      170,238         245,958         335,706         297,385
                                                ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                (143,628)       (245,958)       (300,659)       (297,385)

OTHER EXPENSES
 Interest and financing costs                         81,875         267,625         149,125         267,625
                                                ------------    ------------    ------------    ------------
       Total Other Expenses                           81,875         267,625         149,125         267,625
                                                ------------    ------------    ------------    ------------

NET LOSS                                            (225,503)       (513,583)       (449,784)       (565,010)

OTHER COMPREHENSIVE INCOME/(LOSS)
 Foreign currency translation gains/(losses)          (5,189)         (8,096)            832          (6,391)
                                                ------------    ------------    ------------    ------------
COMPREHENSIVE LOSS                              $   (230,692)   $   (521,679)   $   (448,952)   $   (571,401)
                                                ============    ============    ============    ============
Net loss per common share - basic and diluted   $      (0.01)   $      (0.03)   $      (0.01)   $      (0.03)
                                                ============    ============    ============    ============
Weighted average number of common shares
 outstanding - basic and diluted                  39,951,962      18,692,939      32,028,625      17,640,043
                                                ============    ============    ============    ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2

<PAGE>



                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                                   (UNAUDITED)
                                  (AS RESTATED)

<TABLE>
<CAPTION>

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

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

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

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

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

Issuance of common stock
 for notes payable                                     -            -   21,173,024        2,118            -             -

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

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

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

Deferred financing expense
 incurred                                              -            -            -            -            -             -

Amortization of deferred
financing expense                                      -            -            -            -            -             -

Foreign currency
translation gain                                       -            -            -            -            -             -

Net loss, 2003                                         -            -            -            -            -             -
                                              ----------   ----------   ----------   ----------   ----------    ----------
Balance, June 30, 2003                           420,000   $       42   45,809,542 $      4,581    3,500,000    $      350
                                              ==========   ==========   ==========   ==========   ==========    ==========
</TABLE>

<TABLE>
<CAPTION>


                                                             Accumulated      Deferred
                              Additional                        Other          Equity
                                Paid-In      Accumulated    Comprehensive      Based
                                Capital        Deficit      Income (Loss)     Expenses       Total
                              ----------     -----------  -----------------  ----------    ----------
<S>               <C> <C>     <C>          <C>             <C>               <C>           <C>
Balance, December 31, 2002    $2,652,336   $   (3,035,354) $      (12,657)   $ (128,959)   $ (522,447)

Common shares issued                   -                   -            -             -             -

Issuance of common stock
 for professional services        62,375                   -            -             -        62,500

Stock issued for consulting
 services                         14,975                   -            -             -        15,000

Stock issued to acquire
 software license                  5,990                   -            -             -         6,000

Issuance of common stock
 for notes payable               124,632                   -            -             -       126,750

Shares issued for legal
 services                          9,900                   -            -             -        10,000

Shares issued for option
 exercised for cash                6,942                   -            -             -         7,000

Shares to be issued for
 consulting and advertising
 services                         32,150                   -            -       (26,500)        6,000

Deferred financing expense
 incurred                        113,000                   -            -      (113,000)            -

Amortization of deferred
financing expense                      -                   -            -       104,725       104,725

Foreign currency
translation gain                       -                   -          832             -           832

Net loss, 2003                         -            (449,784)           -             -      (449,784)
                              ----------   -----------------  -----------    ----------    ----------
Balance, June 30, 2003        $3,022,300   $      (3,485,138) $   (11,825)   $ (163,734)   $ (633,424)
                              ==========   =================  ===========    ==========    ==========
</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 Six Months
                                                                                    Ended June 30, 2003     For The Six Months
                                                                                       (As Restated)         Ended June 30, 2002
                                                                                   -------------------     ---------------------
<S>                                                                               <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                          $          (449,784)    $            (565,010)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                                  9,920                       (56)
  Common stock and warrants issued for services                                                 93,500                    50,100
  Deferred financing costs recognized                                                          104,725                    13,875
  (Increase) decrease in:
  Inventory                                                                                     10,225
  Accounts receivable                                                                            1,620
  Prepaid expenses                                                                              15,748                       893
  Deferred consulting                                                                             -                       25,000
  Beneficial conversion feature on convertible debt                                               -                      250,000
  Increase (decrease) in:
  Accounts payable and accrued expenses                                                         52,366                     9,471
                                                                                    --------------------     ---------------------
       Net Cash Used In Operating Activities                                                  (161,680)                 (215,727)
                                                                                    --------------------     ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                                             (1,650)                  (17,583)
                                                                                    --------------------     ---------------------
       Net Cash Used In Investing Activities                                                    (1,650)                  (17,583)
                                                                                    --------------------     ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Obligations (payments) under capital leases                                                      -                      (14,351)
 Proceeds from issuance of common stock                                                          7,000                     5,000
 Short-term loans                                                                                 -                          203
 Subscriptions receivable                                                                         -                       40,000
 Proceeds from loans payable stockholders                                                         -                       20,325
 Proceeds from issuance of notes and loans payable                                             110,000                   250,000
                                                                                    --------------------     ---------------------
       Net Cash Provided By Financing Activities                                               117,000                   301,177
                                                                                    --------------------     ---------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                            832                    (6,391)
                                                                                    --------------------     ---------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               (45,498)                   61,476

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                           $           13,905       $            61,521
                                                                                    ====================     =====================

Cash paid during the period for:
  Interest                                                                          $                -       $                 -
                                                                                    ====================     =====================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the six month period ended June 30, 2003, a portion of the notes payable
in the amount of $126,750 was converted into 21,173,024 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 JUNE 30, 2003
                                   (UNAUDITED)



NOTE 1   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     (A) Basis of Presentation

     The accompanying condensed 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 six months ended June 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 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 its expected period of future benefits. As
     of June 30, 2003, $30,000 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 JUNE 30, 2003
                                   (UNAUDITED)


     (D) Recent Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
     clarifies financial accounting and reporting for derivative instruments,
     including certain derivative instruments embedded in other contracts
     (collectively referred to as derivatives) and for hedging activities under
     SFAS No. 133, "Accounting for Derivative Instruments and Hedging
     Activities". The changes in SFAS No. 149 improve financial reporting by
     requiring that contracts with comparable characteristics be accounted for
     similarly. This statement is effective for contracts entered into or
     modified after June 30, 2003 and all of its provisions should be applied
     prospectively.

     In May 2003, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting
     For Certain Financial Instruments with Characteristics of both Liabilities
     and Equity". SFAS No. 150 changes the accounting for certain financial
     instruments with characteristics of both liabilities and equity that, under
     previous pronouncements, issuers could account for as equity. The new
     accounting guidance contained in SFAS No. 150 requires that those
     instruments be classified as liabilities in the balance sheet.

     SFAS No. 150 affects the issuer's accounting for three types of
     freestanding financial instruments. One type is mandatorily redeemable
     shares, which the issuing company is obligated to buy back in exchange for
     cash or other assets. A second type includes put options and forward
     purchase contracts, which involves instruments that do or may require the
     issuer to buy back some of its shares in exchange for cash or other assets.
     The third type of instruments that are liabilities under this Statement is
     obligations that can be settled with shares, the monetary value of which is
     fixed, tied solely or predominantly to a variable such as a market index,
     or varies inversely with the value of the issuers' shares. SFAS No. 150
     does not apply to features embedded in a financial instrument that is not a
     derivative in its entirety.

     Most of the provisions of Statement 150 are consistent with the existing
     definition of liabilities in FASB Concepts Statement No. 6, "Elements of
     Financial Statements". The remaining provisions of this Statement are
     consistent with the FASB's proposal to revise that definition to encompass
     certain obligations that a reporting entity can or must settle by issuing
     its own shares. This Statement shall be effective for financial instruments
     entered into or modified after May 31, 2003 and otherwise shall be
     effective at the beginning of the first interim period beginning after June
     15, 2003, except for mandatorily redeemable financial instruments of a
     non-public entity, as to which the effective date is for fiscal periods
     beginning after December 15, 2003.

     Management does not expect the impact of these statements' pronouncements
     to have a material impact on the Company's consolidated financial position
     or results of operations.

                                       6
<PAGE>
                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)

     (E) Error Correction Adjustments

     The accompanying consolidated financial statements as of June 30, 2003 have
     been restated to correct an error for the capitalization of advertising
     production costs. The effect of the restatement was to increase selling
     expense $30,000 and accrued expenses $10,000 and to decrease prepaid
     expenses $20,000. The accompanying consolidated financial statements have
     also been restated to correct an error for the recording of notes payable
     proceeds net of expenses paid out of the gross proceeds. Correspondingly,
     this affected the amount calculated for the beneficial conversion of the
     notes payable. The effect of the restatement was to increase consulting
     fees $46,000, interest and financing costs $22,900, deferred equity based
     expenses $54,800, notes payable $51,500, accounts payable $10,800
     additional paid-in capital $61,350 and common stock to be issued $50. The
     overall effect of the aforementioned adjustments was to increase the net
     loss for the three and six months ended June 30, 2003 by $98,900. The June
     30, 2003 consolidated balance sheet, statement of operations, statement of
     stockholders' equity, and statement of cash flows have been restated for
     the effect of the error correction adjustments. The effect of the error did
     not affect the previously reported loss per share of ($.01) for the six
     months ended June 30, 2003, but the loss per share for the three months
     ended June 30, 2003 increased from ($.00) to ($.01).

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.

     During the six months ended June 30, 2003, an aggregate of $126,750 of the
     notes payable issued on May 15, 2002 were converted into 21,173,024 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; and June - $21,500 at $.0053.

     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's identifying and introducing and the Company closing
     on agreements with European community contacts.

                                       7
<PAGE>
                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)

     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. Also, the
     Company is required to pay royalty payments to the consultant at a rate of
     $3 per copy of the 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.

     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 $6,000 has been recognized as consulting expense and $18,000 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 him,
     and are reflected as to be issued at June 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.

                                       8
<PAGE>
                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2003
                                   (UNAUDITED)


NOTE 3   GOING CONCERN

     As reflected in the accompanying condensed consolidated financial
     statements, the Company has a net loss of $449,784, a negative cash flow
     from operations of $161,680, a working capital deficiency of $752,772 and a
     stockholders' deficiency of $633,424. 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.

NOTE 4   NOTES PAYABLE

     During the second quarter of 2003, the Company received $110,000 pursuant
     to a debenture offering. The debentures contained similar terms to those
     issued during 2002. They are convertible at a 50% discount to fair market
     value and are due in one year. As a result of the conversion provision, the
     Company has recorded a beneficial conversion feature of $110,000, which is
     being amortized over the term on the note. Additionally, the Company issued
     220,000 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 $3,000 and this amount is being amortized over the term of the note.

     Certain of the Company's notes came due during the second quarter of 2003.
     The Company has received a six-month extension on these notes, pursuant to
     the placement of the additional debentures described above.

<TABLE>
<CAPTION>
<S>                                                           <C>                                     <C>
     The following schedule reflects notes payable as of June 30, 2003:

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of     $           123,250
      common stock, unsecured, due May 15, 2003 (net of conversion of $126,750)

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due August 21, 2003                                                          55,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due December 10, 2003                                                       195,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due April 16, 2004                                                           50,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due May 13, 2004                                                             25,000

     Notes  payable,  bearing 12% interest  payable  quarterly,  convertible  to shares of
      common stock, unsecured, due June 20, 2004                                                            35,000

     Note payable,  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)                  50,000
                                                                                                  ------------------

         Total                                                                                 $           533,250
                                                                                                  ==================
</TABLE>

                                       9
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 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 June 30,
     2003, all of the production milestones have been completed. Accordingly,
     $30,000 of selling expense was recognized, of which $10,000 has been paid
     and $20,000 has been included in accrued expenses. 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 has been deferred and shall be recognized the
     first time the advertising takes place, which occurred in August 2003. The
     deferred expense has been included in stockholders' equity as deferred
     equity based expense.

NOTE 6   SUBSEQUENT EVENTS

     Subsequent to June 30, 2003 a portion of the notes payable in the amount of
     $30,100 was converted into 5,258,817 shares of common stock.

     During July 2003, the Company received additional funding pursuant to
     convertible debentures of $140,000 (net of $96,500 after finance costs and
     professional fees).

     On July 16, 2003, the Company entered into a distribution agreement with a
     publishing company that will distribute the Company's products in Japan and
     also to the Pacific Rim.


                                       10
<PAGE>



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

FORWARD LOOKING STATEMENTS

Certain information contained in this Annual 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 Annual 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.

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, the Quill-Well Mouse Mat,
E-Quill-Liberator Nib software and E-Quill-Liberator Carpal Management System
software that are an under exploited opportunity in the computer appliance
markets of both domestic and corporate areas. In addition, the Company owns
intellectual property rights to vacuum cleaners and fans. As a result of the
Company's precarious financial condition and limited capital resources, it is
delaying exploitation of and is currently limiting its operations to the
production and sale of the Quill Mouse products and related software.

The Company acquired the rights to the Quill in July 2001 from two individuals
who held the intellectual property rights, software and know-how to the product.
Under the terms of the agreement, the Company acquired all of the sellers'
rights, title and interest in the QUILL in exchange for 220,000 Series 1
Convertible Preferred Shares. These shares will be convertible 1:10 into
2,200,000 shares of common stock upon the QUILL generating $1,000,000 net profit
after tax averaged over four fiscal quarters within five years from the signing
of the agreement. However, if the $1,000,000 net profit requirement is not met
within five years from the signing of the agreement, then these preferred shares
will convert 1:1 into 220,000 shares of common stock. Since the $1,000,000 net
profit requirement is a contingency, the convertible preferred shares were
valued based on the 1:1 conversion ratio using the value of recent cash sales of
the common stock at $.10 per share, for a total fair value of $22,000. The
preferred shares were issued on April 22, 2002.

The agreement also calls for the issuance of an additional 200,000 shares of
Series 1 Convertible Preferred Stock upon the Company receiving an approval for
the patent rights to the QUILL. Such patent rights to the UK were granted in
January 2002 and the 200,000 preferred shares were issued on April 22, 2002.

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

Gross Profit

For the three and six months ended June 30, 2003, the Company generated revenue
of $31,926 and $43,627, respectively, as compared to no revenue generated for
the three and six months ended June 30, 2002. In addition, the Company also
incurred a cost of sales expense of $5,316 and $8,580 for the three and six
months ended June 30, 2003, respectively, as compared to no cost of sales for
the three and six months ended June 30, 2002. 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. The Company did not generate
revenue from sales to related parties.


                                       11
<PAGE>



Operating Expenses

For the three and six months ended June 30, 2003, the Company incurred operating
expenses of $170,238 and $335,706 as compared to operating expenses of $245,958
and $297,385 for the three and six months ended June 30, 2002. The increase in
the Company's operating expenses for the six months ended June 30, 2003 as
compared to the six months ended June 30, 2002 was primarily the result of an
increase in consulting fees in connection with various financings entered into
by the Company as well as an increase in selling expenses. This increase in
consulting fees and selling expenses for the six months ended June 30, 2003 was
partially offset by a decrease in professional fees.

Comprehensive Loss

The Company incurred a comprehensive loss of $230,692 and $448,952 for the three
and six months ended June 30, 2003, respectively, compared to $521,679 and
$571,401 for the three and six months ended June 30, 2002, respectively. The
decrease in the comprehensive loss for the three and six months ended June 30,
2003 as compared to June 30, 2002 is the result of a decrease in interest and
financing costs as well as the increase in sales for the three and six months
ended June 30, 2003.

Cash Position

Operating Activities

During the six months ended June 30, 2003, as compared to the six months ended
June 30, 2002, the Company used $161,680 and $215,727, respectively to fund
operating activities. This decrease of $54,047 was the result of the
commencement of the sale of the Quill Mouse in addition to a decrease in
interest and financing costs related to the cost recognized as a result of the
issuance of the secured convertible debentures.

Investing Activities

During the six months ended June 30, 2003, as compared to the six months ended
June 30, 2002, the Company used $1,650 and $17,583, respectively to fund
investing activities. This decrease of $15,933 was the result of an increase in
capital expenditures.

Financing Activities

During the six months ended June 30,  2003,  as compared to the six months ended
June 30, 2002, the Company generated  $117,000 and $301,177,  in connection with
financing activities.  This decrease of $184,177 was the result of a decrease in
the sale of secured  convertible  debentures  and note  payables  during the six
months ended June 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company, including its subsidiary Designer Appliances Limited, has incurred
start-up costs, including administrative costs and research and development
costs, while realizing limited operating revenue. 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 $967,148
from the sale of its securities and $794,810 from loan proceeds. Designer
Appliances Limited 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 June 30,
2003 through indirect marketing programs, 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 subsidiary
Designer Appliances Limited have focused on organizational activities and
research and development of the Company' 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 a hybrid
product offering called The Carpal Management System.

                                       12

<PAGE>




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 1 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.

Financing

May 2002 Financing

The Company entered into second 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 terms of the convertible debentures
provide for full payment on or before November 14, 2003, with interest of 12%
per annum. The debentures 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.

On December 10, 2002 the Company received the final funding tranche under the
May 2002 Securities Purchase Agreement, the gross amount received totaling of
$500,000, before expenses, and issued the balance of all debentures and warrants
provided for under this agreement.

April 2003 Financing

To obtain funding for our ongoing operations, we entered into a 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 13, 2003;

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

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


                                       13
<PAGE>



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 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.

As of the end of this period monthly interest applicable on an amount of
$623,250 at 12% per annum relates to $6,232 per month, and is paid by the
issuance of stock, which can increase or decrease in value based on the trading
of the stock during that month, thereby resulting in fewer or more shares being
issued to cover those payments.

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


<TABLE>
<CAPTION>

----------------------- --------------------- -------------------- --------------------- --------------------
        Entity          Purpose               Amount               Duration              Comment
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                      <C>                  <C>                 <C>
Insurance Broker        Corp & Product        $1,385.85            10 Months
                        Liability insurance                        Commencing Nov
----------------------- --------------------- -------------------- --------------------- --------------------
Lease Financing         Car Lease/Purchase    $534                 36 months (Feb 03)
----------------------- --------------------- -------------------- --------------------- --------------------
Stock Transfer Agent    Stock transfer        $450                 On-going
----------------------- --------------------- -------------------- --------------------- --------------------
Insurance Agent         $1M key man           $535.92              Until cancelled
                        insurance policy on
                        CEO
----------------------- --------------------- -------------------- --------------------- --------------------
Web hosting             Web hosting           $250                 On-going
----------------------- --------------------- -------------------- --------------------- --------------------
Misc marketing and      Free Phone            Les than $250 per    On-Going.
support subscriptions   numbers/  search      month total
                        engine enhancement,
                        automated support
                        systems
----------------------- --------------------- -------------------- --------------------- --------------------

</TABLE>


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

<TABLE>
<CAPTION>


                                                                                              Warrants
                                                                                             Issued in
                                                                                             Connection
                                         Issued                                                 with
                                       Convertible    Principal    Principal     Accrued    Convertible
Date of 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    $101,500.00  $398,850.00   $60,000.00       750,000
---------------
 (May 2002)

Second                      4/16/04    250,000.00(1)   51,600.00   198,400.00    30,000.00       500,000(1)
-------
Issuance
 (April 2003)
                                      -------------- ------------ ------------ ------------ -------------
                   Total               750,000.00     153,100.00   597,250.00    90,000.00     1,250,000
                                      -------------- ------------ ------------ ------------ -------------

(1)      Convertible  debentures  in the amount of $140,000  and 280,000  common
         stock purchase  warrants  issued in connection with this financing were
         issued after the end of the second quarter 2003 on July 18,2003.

</TABLE>

                                       14
<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

Recent sale of unregistered securities.

We believe that each transaction listed below was exempt from the registration
requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof,
Regulation D promulgated thereunder. All recipients had adequate access, through
their relationships with us, to information about us. Some of the holders of the
shares issued below may have subsequently transferred or disposed of their
shares and the list does not purport to be a current listing of the Company's
stockholders.

To obtain funding for our ongoing operations, we entered into a 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 13, 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 debentures bear interest at 12%, mature on one year from the date of
issuance, and are convertible 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.

In addition, in April 2003, the Company issued 1,000,000 shares of common stock
to one individual in consideration for legal services provided valued for
financial accounting purposes at $10,000.

In June 2003, the Company sold 583,333 shares of common stock to one individual
in consideration for gross proceeds in the amount of $7,000.

ITEM 3. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our management, including the chief executive officer, or CEO, and principal
financial officer, or PFO, of the effectiveness of the design and operation of
our disclosure procedures. Based on that evaluation, our management, including
the CEO and PFO, concluded that our disclosure controls and procedures were
effective as of June 30, 2003. There have been no significant changes in our
internal control over financial reporting in the second quarter of 2003 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

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

None.

ITEM 5. OTHER INFORMATION

None.


                                       15
<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 second quarter of
fiscal 2003.


                                       16
<PAGE>



                                   SIGNATURES

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

TORBAY HOLDINGS, INC.

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

Date: December 15, 2003


                                       17