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

                                   FORM 10-QSB

  (Mark One)

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

            For the quarterly period ended March 31, 2004

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

            For the transition period from _____ to _____


                         Commission file number 0-25417


                              TORBAY HOLDINGS, INC.

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


                DELAWARE                                         52-2143186
     -------------------------------                         ----------------
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)


            140 OLD COUNTRY ROAD, SUITE 205, MINEOLA, NEW YORK 11501
            --------------------------------------------------------
                    (Address of principal executive offices)


                                  516-747-5955
                           ---------------------------
                           (Issuer's Telephone Number)


                                 NOT APPLICABLE
              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


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

Yes X No __

The Company had 83,542,155 shares of common stock outstanding as of March 31,
2004.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes __ No X


<PAGE>


INDEX

<TABLE>
<CAPTION>

PART 1 - FINANCIAL INFORMATION
<S>                                                                                <C>
Condensed consolidated balance sheet as of March 31, 2004 (unaudited) ..........    3

Condensed consolidated statements of operations and other comprehensive income
(loss) for the three months ended March 31, 2004 and 2003 (unaudited) ..........    4

Condensed consolidated statements of cash flows for the three months ended
March 31, 2004 and 2003 (unaudited) ............................................    5

Notes to condensed consolidated financial statements as of March 31, 2004
and 2003(unaudited) ............................................................    6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operation ...................................................................   10

Item 3.  Controls and Procedures ...............................................   17

PART 2 - OTHER INFORMATION

Item 1.  Legal Proceedings .....................................................   18

Item 2.  Changes in Securities and Use of Proceeds .............................   18

Item 3.  Defaults Upon Senior Securities .......................................   18

Item 4.  Submission of Matters to a Vote of Security Holders ...................   18

Item 5.  Other Information .....................................................   18

Item 6.  Exhibits and Reports on Form 8-K ......................................   19

Signatures .....................................................................   20
</TABLE>


<PAGE>

PART I - FINANCIAL INFORMATION

 ITEM 1. FINANCIAL STATEMENTS

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2004

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                     <C>
CURRENT ASSETS
 Cash                                                                   $    17,124
 Accounts receivable                                                         17,283
 Inventory                                                                   22,866
 Prepaid expense
                                                                              1,094
                                                                        -----------
     Total Current Assets                                                    58,367
                                                                        -----------

PROPERTY AND EQUIPMENT - NET                                                 22,860
                                                                        -----------

OTHER ASSETS
 Intangible assets - net                                                     99,436
 Deposits                                                                     6,795
                                                                        -----------
     Total Other Assets                                                     106,231
                                                                        -----------

TOTAL ASSETS                                                            $   187,458
                                                                        ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                  $   240,065
 Loan payable - officer                                                       9,663
 Settlement payable                                                         200,000
 Note payable                                                                50,000
                                                                        -----------
     Total Current Liabilities                                              499,728
                                                                        -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $.0001 par value, 20,000,000 shares authorized,
  420,000 shares issued and outstanding                                          42
 Common stock, $.0001 par value, 100,000,000 shares authorized,
  83,542,155 issued and outstanding                                           8,354
 Common stock to be issued (3,702,614 shares)                                   370
 Additional paid-in capital                                               3,672,310
 Accumulated deficit                                                     (3,843,341)
 Accumulated other comprehensive loss                                       (23,961)
 Deferred equity based expense                                             (126,044)
                                                                        -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                             (312,270)
                                                                        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                          $   187,458
                                                                        ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      AND OTHER COMPREHENSIVE INCOME (LOSS)
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2004                2003
                                                             ------------        ------------
<S>                                                          <C>                 <C>
SALES, NET                                                   $     77,010        $     11,701

COST OF SALES                                                      13,260               3,264
                                                             ------------        ------------

GROSS PROFIT                                                       63,750               8,437
                                                             ------------        ------------

OPERATING EXPENSES
 Selling                                                           22,508              11,730
 Consulting fees                                                    6,300              94,750
 Professional fees                                                 12,185              13,012
 Directors fees and compensation                                   18,752              18,675
 Other general and administrative                                  57,169              27,301
                                                             ------------        ------------
       Total Operating Expenses                                   116,914             165,468
                                                             ------------        ------------

LOSS FROM OPERATIONS                                              (53,164)           (157,031)
                                                             ------------        ------------

OTHER INCOME (EXPENSE)
 Interest and financing costs                                    (132,814)            (67,250)
 Gain on extinguishment of debt                                   237,807                  --
 Cancellation of stock issued for consulting fees                  15,000                  --
                                                             ------------        ------------
       Total Other Income (Expense)                               119,993             (67,250)
                                                             ------------        ------------

NET INCOME (LOSS)                                                  66,829            (224,281)

OTHER COMPREHENSIVE (LOSS)

INCOME

 Foreign currency translation (loss) gain                          (3,310)              6,021
                                                             ------------        ------------

COMPREHENSIVE INCOME (LOSS)                                  $     63,519        $   (218,260)
                                                             ============        ============

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED       $       0.00        $      (0.01)
                                                             ============        ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -

 BASIC AND DILUTED                                             81,450,946          24,017,251
                                                             ============        ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              2004              2003
                                                                                            ---------        ---------
<S>                                                                                         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                          $  66,829        $(224,281)
 Adjustments to reconcile net income (loss) to net cash used in operating activities:
  Depreciation and amortization                                                                 7,676            4,960
  Gain on extinguishment of debt                                                             (237,807)              --
  Common stock and warrants issued for services                                                   300           83,500
  Deferred equity based expense recognized                                                    144,914           52,250
  Financing cost                                                                                4,013               --
  Cancellation of shares issued for services                                                  (15,000)              --
 Changes in operating assets and liabilities:
  (Increase) in accounts receivable                                                           (13,988)            (901)
  Decrease in inventory                                                                        14,757            3,264
  (Increase) decrease in prepaid expenses                                                      (1,094)          13,950
  (Decrease) increase in accounts payable and accrued expenses                                 (9,803)           5,238
                                                                                            ---------        ---------
       Net cash used in operating activities                                                  (39,203)         (62,020)
                                                                                            ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of intangibles                                                                       (9,750)              --
                                                                                                             ---------
                                                                                            ---------        ---------
       Net cash used in investing activities                                                   (9,750)              --
                                                                                            ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of common stock                                                        57,000               --
                                                                                            ---------        ---------
       Net cash provided by financing activities                                               57,000               --
                                                                                            ---------        ---------

EFFECT OF CHANGES IN EXCHANGE RATES ON CASH                                                    (3,310)           6,021
                                                                                            ---------        ---------

INCREASE (DECREASE)  IN CASH                                                                    4,737          (55,999)

CASH - BEGINNING OF PERIOD                                                                     12,387           59,403
                                                                                            ---------        ---------

CASH - END OF PERIOD                                                                        $  17,124        $   3,404
                                                                                            =========        =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND
MARCH 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 condensed consolidated financial statements have
      been prepared in accordance with accounting principles generally accepted
      in the United States of America for interim financial information and the
      instructions to Form 10-QSB and do not include all the information and
      footnotes required by accounting principles generally accepted in the
      United States of America for complete financial statements. In the opinion
      of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation of the results for the
      interim periods have been included. Operating results for the three months
      ended March 31, 2004 are not necessarily indicative of the results that
      may be expected for the year ended December 31, 2004. 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, 2003.

      (B) USE OF ESTIMATES

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

      (C) INCOME (LOSS) PER SHARE

      Basic and diluted loss per common share for all periods presented is
      computed based on the weighted average number of common shares outstanding
      during the year as defined by SFAS No. 128, "Earnings Per Share". The
      assumed exercise of common stock equivalents was not utilized for the
      three months ended March 31, 2003 since the effect would be anti-dilutive.
      There were no common stock equivalents outstanding at March 31, 2004.

      (D) STOCK OPTIONS AND WARRANTS

      The Company accounts for its stock-based employee compensation plans using
      the intrinsic value based method, under which compensation cost is
      measured as the excess of the stock's market price at the grant date over
      the amount an employee must pay to acquire the stock. Stock options and
      warrants issued to non-employees are accounted for using the fair value
      based method, under which the expense is measured as the fair value of the
      security at the date of grant based on the Black-Scholes pricing model.
      The Company had no options or warrants outstanding at March 31, 2004.



                                       6
<PAGE>


NOTE 2 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

      During the three month period ended March 31, 2004, the Company reached a
      settlement to retire its remaining 12% convertible debentures aggregating
      $507,750 and related accrued interest of $92,057 in exchange for the
      issuance of 6,000,000 shares of common stock, having a fair value of
      $162,000, and $200,000 in cash, payable in monthly installments of $16,667
      commencing May 1, 2004. Accordingly, the Company has recorded a gain of
      $237,807 related to the extinguishment.

      In February, 2004, the Company granted options to purchase an aggregate of
      5,000,000 shares of common stock to two individuals in exchange for
      services rendered. The fair value of these options is $112,240. This
      amount has been deferred and is being amortized over the life of the
      services agreement. During the three months ended March 31, 2003, a
      portion of the 12% convertible notes payable in the amount of $60,000 was
      converted into 5,666,422 shares of common stock.

NOTE 3 PROPERTY AND EQUIPMENT

      Depreciation expense for the three months ended March 31, 2004 and 2003
      was $1,734 and $1,162, respectively.

NOTE 4 INTANGIBLE ASSETS

      During the three months ended March 31, 2004, the Company incurred costs
      of $9,750 for the development of new software applications.

      Intellectual property rights and software licenses are being amortized
      over 10 years. Software enhancements are being amortized over two years.
      Amortization commenced in 2003 and the amortization expense recorded in
      the condensed consolidated statements of operations for the three month
      periods ended March 31, 2004 and 2003 was $5,942 and $3,798, respectively.

NOTE 5 12% CONVERTIBLE DEBENTURES

      On February 17, 2004, the Company and the debenture holders entered into a
      Redemption and Settlement Agreement and Mutual General Release (the
      "Settlement"). In accordance with the Settlement, all of the outstanding
      debentures and related warrants were redeemed by the Company. The Company
      issued 6,000,000 shares of common stock, valued at $162,000, to the
      debenture holders, and will pay $200,000 in cash in monthly installments
      of $16,667 commencing May 1, 2004. Accordingly, the Company has recorded a
      gain of $237,807 related to the extinguishment.


                                       7
<PAGE>


NOTE 6 COMMITMENTS AND CONTINGENCIES

      Rent expense included in the condensed consolidated statements of
      operations for the three month periods ended March 31, 2004 and 2003 was
      $12,597 and $2,700, respectively.

NOTE 7 STOCKHOLDERS' DEFICIENCY

      During February and March, 2004, the Company issued 6,000,000 shares of
      common stock in connection with the retirement of its 12% convertible
      debentures payable described in Note 5. The shares were valued at
      $162,000.

      In February, 2004, the Company granted options to purchase an aggregate of
      5,000,000 shares of common stock to two individuals in exchange for
      services rendered. The options had an exercise price of $.008 per share
      and had a life of ninety days from grant date. The fair value of these
      options is $112,240. This amount has been deferred and is being amortized
      over the life of the services agreement (seventeen months). The value has
      been determined using the Black-Scholes option pricing model in accordance
      with SFAS 123 with the following assumptions: dividend yield of zero,
      expected volatility of 178%, risk-free interest rate of 3.5% and an
      expected life of three months. The options were exercised as of March 31,
      2004 and cash proceeds of $40,000 were received by the Company.

      During March, 2004, the Company sold 202,614 shares (to be issued as of
      March 31, 2004) of common stock for cash proceeds of $17,000. The cash was
      received in March and the shares were issued in April. The shares were
      sold at a discount to market value, and a financing cost related to the
      discount of $4,013 has been recognized.

      During the three months ended March 31, 2004 the Company issued 3,000
      shares of common stock, valued at $300, for services rendered.

      The Company has deferred costs related to the issuance of options for
      services to be rendered through July, 2005. During the three months ended
      March 31, 2004, the Company has expensed $17,729 of these costs and
      $126,044 remains deferred at March 31, 2004.

      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. Under
      the agreement, the consultant received 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 of 2003. This agreement terminated in February 2004 and
      there is no other amount owed. Additionally, the parties agreed to cancel
      the 250,000 shares originaly issued in 2003 and the Company has recorded a
      credit of $15,000 in other income during the three months ended March 31,
      2004.


                                       8
<PAGE>


      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 issued 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.

      During the three months ended March 31, 2003, an aggregate of $60,000 of
      the 12% convertible notes payable issued on May 15, 2002 were converted
      into 5,666,422 shares of common stock. The aggregate amounts converted and
      average conversion price per share during each month: January - $20,000 at
      $.0169; February - $10,000 at $.0145; March - $30,000 at $.0079.

NOTE 8 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 negative cash flow
      from operations of $39,203, a working capital deficiency of $441,361 and a
      stockholders' deficiency of $312,270. These factors raise substantial
      doubt about its ability to continue as a going concern. The ability of the
      Company to continue as a going concern is dependent on the Company's
      ability to raise additional funds to finance its operations. The condensed
      consolidated financial statements do not include any adjustments that
      might be necessary if the Company is unable to continue as a going
      concern.

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

NOTE 9 SUBSEQUENT EVENTS

      Subsequent to March 31, 2004, the Company sold 1,565,335 shares of common
      stock for cash proceeds of $93,920. Additionally, the Company issued
      161,050 shares of common stock to an officer of the Company to settle
      advances due him of $9,663.


                                       9
<PAGE>


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

FORWARD LOOKING STATEMENTS

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, and will
actively seek additional and appropriate acquisitions, subject to the comments
below. We have acquired valuable intellectual property rights, including an
exclusive license on proprietary software and a UK patent for a computer mouse
that is thought to be beneficial to computer mice users with regard to the
treatment and prevention of repetitive strain injury. The UK patent is the basis
for further patent applications that may extend the scope and geography of our
current patent position. We have achieved what we believe are significant
technical developments that we intend to protect by filing for additional
patents although there is no assurances that such applications will be made or
be granted.

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

The Company intends to market and sell only products that are designed to
attract a premium, niche or upscale market. Management believes that it has
identified several products, including the Quill "Grip-less" Mouse and Nib
"Click-less" software, representing what we believe to be an under-exploited
opportunity in the computer, household and domestic appliances markets. Because
of our precarious financial condition and limited capital resources, we are
currently limiting our operations to the production and sale of the Quill Mouse
and related software.


                                       10
<PAGE>


RESULTS OF OPERATIONS FOR THE 3 MONTHS ENDED MARCH 31, 2004 AND 2003

GROSS PROFIT

For the 3 months ended March 31, 2004, the Company had sales of $77,010, an
increase of $65,309 or 558% compared to sales of $11,701 for the 3 months ended
March 31, 2003. Cost of sales was $13,260 for the 3 months ended March 31, 2004,
an increase of $9,996 or 306% compared to cost of sales of $3,264 for the 3
months ended March 31, 2003. Gross profit increased to $63,750 or 83% of net
revenues for the 3 months ended March 31, 2004 relative to $8,437 or 72% of net
revenues for the 3 months ended March 31, 2003. The increase in the Company's
sales and cost of sales resulted from increased marketing activity by the
Company of its Quill Mouse product and related system software configurations,
system components and accessories. The commencement of the sale of software
products as a stand alone product has increased gross margins as a percentage of
sales. This has been partially offset by the increased use of distributors since
distributors purchase at variable discounts to the retail price.

The mix of product sales between hardware products only, hardware and software
products and, commencing in the quarter ended March 31, 2004, software products
only, has a variable impact, on the gross margins.

OPERATING EXPENSES

Operating expenses for the 3 months ended March 31, 2004 decreased $48,554 or
29% from $165,468 for the 3 months ended March 31, 2003 to $116,914 for the 3
months ended March 31, 2004. The decrease in the Company's operating expenses,
at a time when it is increasing its selling expenses (by $10,778) and general
and administrative expenses (by $29,868), is primarily attributable to an
$88,450 decrease in non-recurring consultancy fees.

OTHER INCOME (EXPENSES)

For the 3 months ended March 31, 2004, interest and finance costs were $132,814
as compared to $67,250 for the 3 months ended March 31, 2003. The increase
primarily relates to the charge off of the remaining unamortized deferred
financing costs on the 12% convertible debentures upon the settlement in
February 2004 of a dispute between the Company and the holders of the
debentures. In addition, the Company recognized a gain of $237,807 from the
extinguishment of the debenture debt. Additionally, there was a one time gain of
$15,000 from the cancellation in 2004 of stock issued for services that was
recognized in 2003.

COMPREHENSIVE INCOME

Primarily due to the increase in gross profit, decrease in operating expenses
and increase in other income discussed above, net of a $3,310 foreign currency
translation loss, the Company had comprehensive income of $63,519 for the 3
months ended March 31, 2004 relative to a comprehensive loss of ($218,260) for
the 3 months ended March 31, 2003. The Company continued to have a loss from
continuing operations, however.

LIQUIDITY AND CASH POSITION

OPERATING ACTIVITIES

For the 3 months ended March 31, 2004, as compared to the 3 months ended March
31, 2003, the Company used cash of $39,203 and $62,020, respectively, to fund
operating activities. The decrease of $22,817 was as a result of adjustments to
reconcile net income or loss to net cash which are one time adjustments applied
this quarter.


                                       11
<PAGE>


INVESTING ACTIVITIES

For the 3 months ended March 31, 2004 the Company used $9,750 and for the 3
months ended March 31, 2003 the Company used $0 to fund investing activities.
This cost is an initiation of development costs for software applications.

FINANCING ACTIVITIES

For the 3 months ended March 31, 2004 and 3 months ended March 31, 2003, the
Company realized cash of $57,000 and $0, respectively, in connection with
financing activities. The increase of $57,000 in the 3 months ended March 31,
2004 was the result of financing received from the sale of shares of common
stock.

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 been
dependent upon financing, primarily from the proceeds of sales of its securities
and from loans to support the operating losses incurred. These losses have been
reduced significantly as sales of the Company's products continue to grow and
margins have been maintained or increased.

Although sales have been small and, as a percentage of the Company's costs of
operations, have been decreasing, for the quarter ended March 31, 2004 sales and
revenue increased. The increase in sales has been achieved through direct
marketing programs, via the Company's website and indirectly through an
increasing number of distributor/resellers who themselves have their own
websites, catalogues and sales personnel.

The Company's sales strategy is part of the development program that the Company
has initiated for product and brand recognition amongst the "professional
ergonomic" industry. The Company has increasingly relied upon
distributor/resellers. This business is now in excess of 50% of overall sales by
dollar amount. This business also impacts gross margin, as the distribution
business requires that discounts to the retail selling price be given to
distributors. The impact of this margin decrease was offset in the first 3
months of 2004 with the increase in margin seen as a result of the introduction
of stand alone software products resulting in an overall gross margin of 82% for
the 3 months ended March 31, 2003. As the Company further considers the
possibility of entering into the retail computer market sector in order to
achieve increases in sales and gross profit, it may be forced to accept
reductions in gross margin in order to achieve the pricing incentives required
by retail outlets.

Based upon the Company's limited sales experience, it appears that product sales
have shown seasonality. Lower sales have been generated during main holiday
season periods, most noticeably during the winter holiday period.


                                       12
<PAGE>


Since inception through most of 2002, the Company 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 first two years of
operations to support manufacturing and marketing operations should the Company
commence production of all the products in the Company's intellectual property
rights portfolio. This portfolio includes vacuum cleaners, fans, heaters and
other intellectual property rights regarding domestic appliances. The Company
has no view or expectation of raising this level of financing and so will
consequently maintain and remain focused on developing sales of its Quill Mouse
and related products. Since 2002 the Company has introduced the following new
products:

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

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

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

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

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

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

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

The Company 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. It further developed software to
integrate the exercise routines into the Company's E-Quill-Liberator suite so
that the software provides a reminder for the exercises to be performed and
offers video images of the exercises. This and copies of the Nib Trail software
are now part of a CD that is distributed with the FlexTend glove shipped by
Balance Systems Inc.

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


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<PAGE>


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

o Introduced in 2004: McNib (for Macintosh computer) "click-less" software, with
Gesture technology which enhances the previous version by allowing the selection
of different click types by the movement of the mouse cursor. To gesture a right
click the mouse cursor is moved to the right and back, to gesture a double
click, to the left and back or to highlight or drag, the mouse cursor is moved
downward and back.

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

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

o Planned for introduction in 2004: SooToSee; currently in Alpha (in-house)
testing, this software is designed as a dynamic magnification system to assist
those who need such assistance for observing computer screens so as to enhance
their accuracy of pointing the computer mouse cursor or help in reading small
text as is frequently the case with computer program menus and text on the
internet. This is as an aid to vision and does not replace the need for use of
spectacles, although the Company believes that it will find application for
those with severe sight impairment. This is part of a new software range
designed for ease of use and simplicity. The Company intends to market the
software under the trade name "Kissoft" and to seek a U.S. trademark for such
name.

o Planned for introduction in 2004: SooToSpeak; another Kissoft(TM) product,
currently in the late development stage. This software is designed to convert
HTML text, such as is used on Internet web pages and now more commonly in email
systems and program menu systems, into an audible speech output, utilizing
existing third party proprietary voice synthesis systems such as the "supplied
as standard" Windows XP voice "Microsoft SAM".

o Kissoft(TM) Products are aimed at the assistive technology market sector
within the computer product market in which the products may help to overcome
disabilities and impairments limiting or restricting the use of conventional
products designed for similar functions. Large companies within the computer
industry have focused on this segment. The Company's products are currently
listed on both the Apple Computer Company's and the Microsoft Company's
Assistive Technology Product information pages, as a service to their customers.
This does not represent a commercial relationship between the Company and these
companies nor does it represent an endorsement of our products by them.


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SECTION 508 AMENDMENTS TO THE 1998 REHABILITATION ACT.

The General Services Administration (GSA) implemented a program that sets
standards for information technology so as to make such technology accessible to
those with special needs. The standards are applied under what is called Section
508,which are described in full at www.section508.gov details pertaining to our
products can be found at www.quillmouse.com under the heading GSA Section 508.
These standards include a section relating to input devices, such as computer
mice and under item 1194.26, subsection 2.0 a standard is prescribed for input
devices. Companies that consider their products to comply to such standards can
apply to have their products listed on the section508.gov website by completion
of disclosure forms that are then inspected and their information then listed if
considered compliant. The GSA then provides access to the product and company
information on the website. The Company, having evaluated the standard and
believing that its products complied, submitted its applications for the Quill
Mouse and the Virtually Hands Free Mousing System (mouse and software bundle),
which were subsequently processed and are now listed on the Section 508 website
as being compliant. At this time, to the Company's knowledge, there are no other
products listed on the website by other companies that may be considered to be
competitive to the Company's products, be they niche ergonomic computer mice or
mass-market supplier computer mice. The Company is therefore active in the
development of the potential such a listing has for opportunity to sell product
to the US Government under this provision. It should be understood that this
listing is not an endorsement or recommendation but an information source for
those who work or have needs in this are to help them make their decisions
thereby.

The other Market Sector that is sought to be addressed is the so called Baby
Boomers, those individuals Born between 1946 and 1964, who are numerically large
in number, when considered as a single market and are now experiencing the
gradual deterioration of limbs and sensors as is commensurate with their age.

o Planned for introduction late in 2004: AirO2Bic(TM) mouse, which will further
enhance the appeal and demographic utility of a mouse that requires no grip. The
specifications for this product will be announced.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Discussion and analysis of our financial condition and results of operations are
based upon our condensed consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of these condensed consolidated financial
statements requires us to make estimates and judgments that affect the amounts
reported in the condensed consolidated financial statements and the accompanying
notes.

On an on-going basis, we evaluate our estimates, including those related to
intangible assets, equity based compensation and litigation. We base our
estimates on experience and on various assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.


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<PAGE>


COMPETITION:

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

At this time the Company believes that it holds a unique position in the
marketplace, as it is the only provider of mouse products that do not require
grip to be used and has an associated software product that removes the need to
be clicked. Likewise, no other competitive products, either direct or indirect
in market presence, have Section 508 compliance claims or have been reviewed and
commended for ease of use for persons with arthritis. While this position could
change, development of competitive products would require competitors to expend
significant product development costs and risk potential infringement of the
intellectual property rights of the Company. These rights are undergoing
extension with additional patent applications having been filed on both a design
and utility basis in the U.S. and our applications to extend these and other
applications into PCT or world-wide patents.

The employment of an IPR strategy is considered, but not guaranteed, to act as a
barrier to entry by other providers of computer mice. The Company also believes
that the market environment, in regards to the general lack of recognition by
mouse manufacturers of health issues due to mouse product usage, severely
restricts entries by established organizations who are outside of the directly
competitive ergonomic sector. Such a company's entry would likely raise more
risk to it of possible lawsuits against it for launching a "health conscious"
product since the company's previous products could then be viewed as "not
health conscious". While this is only the Company's opinion and should not be
relied upon as demonstrating that the Company will maintain the any advantage in
the future, the Company believes that the opportunity for it to achieve a market
share of 5% of the total new and replacement U.S. computer mouse market is
possible from those impaired or having some form of disability under this market
scenario. It is also the Company's intent to work with any other who may wish to
license our technology.

Since achieving a Section 508 listing and the Arthritis Foundation commendation,
the Company has redefined its mission as to be a leading supplier of assistive
technology mouse products, an area that is not catered to by mass-market
suppliers. The Company believes that this sector is now on the fringe of
opportunity for supply into a bigger market accessible by retail distribution. A
target of a 5% share of what is currently considered the annual new and
replacement U.S. computer mouse market would translate into approximately 2
million mice sales per year, which on a worldwide basis could relate to 10
million pieces per year. This estimate does not assume earlier retirement of
computer mice and therefore possible additional sales due to consumer awareness
of the issues and our products as a result of the Company's intended marketing
activities.

At this time there are no other competitors who state they are providers of a
grip-less or click-less computer mouse products or have a Section 508 listing or
Arthritis Foundation commendation.

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


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REDEMPTION AND SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

On February 17, 2004, we entered into a Redemption and Settlement Agreement and
Mutual General Release under which we redeemed all of our outstanding 12%
convertible debentures and related warrants by issuing 6,000,000 shares of our
common stock to the debenture holders, plus $200,000 in cash, payable in monthly
installments of $16,667.

At the time of the execution of the settlement, we delivered to the former
debenture holders a fully executed Affidavit of Confession of Judgment
("Judgment"), in the amount of $350,000, plus accrued interest, late fees,
liquidated damages, and attorneys' fees and costs. The Judgment will be held in
escrow by Brune & Richard LLP pending our performance of the obligations set
forth in this Judgement. If we become in default of the Judgement, the former
debenture holders will become entitled to file the Judgment in the New York
State Supreme Court.

GOING CONCERN QUALIFICATION

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 condensed consolidated 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 plans to increase its revenues by increasing sales of the Quill Mouse
and, if such revenues are not sufficient to meet its working capital needs, the
Company will seek additional debt or equity financing.

RECENT FINANCING -

Subsequent to March 31, 2004, the Company sold 1,565,335 shares of common stock
for cash proceeds of $93,920.

ITEM 3. CONTROLS AND PROCEDURES

As of March 31, 2004, 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 March 31, 2004. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2004.


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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

      On February 17, 2004, we entered into a Redemption and Settlement
Agreement and Mutual General Release under which we redeemed all of our
outstanding 12% convertible debentures and related warrants by issuing 6,000,000
shares of our common stock to the debenture holders, plus $200,000 in cash,
payable in monthly installments of $16,667.

      At the time of the execution of the settlement, we delivered to the former
debenture holders a fully executed Affidavit of Confession of Judgment
("Judgment"), in the amount of $350,000, plus accrued interest, late fees,
liquidated damages, and attorneys' fees and costs. The Judgment will be held in
escrow by Brune & Richard LLP pending our performance of the obligations set
forth in this Judgement. If we become in default of the Judgement, the former
debenture holders will become entitled to file the Judgment in the New York
State Supreme Court.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None.

ITEM 5. OTHER INFORMATION

None.



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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 filed a Current Report on Form 8-K on February 17, 2004 to announce
that it had entered into a Redemption and Settlement Agreement and Mutual
General Release with certain holders of its 12% convertible debentures. The
Company did not file any other Current Reports on Form 8-K during the quarter
ended March 31, 2004.


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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: May 12, 2004



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