<PAGE>


                    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 September 30, 2002

[  ]  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.)

                            4 MULFORD PLACE, SUITE 2G
                               HEMPSTEAD, NY 11550
                                011 44 1481 46044
                (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 20,912,617 shares of common stock outstanding as of
November 18, 2002.


      Transitional  Small  Business  Disclosure  Format  (check  one):
Yes __   No  X_

<PAGE>

Part  I  -  FINANCIAL  INFORMATION

ITEM  2.     FINANCIAL  STATEMENTS


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002



<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS
                                    --------


PAGE     2     CONDENSED  CONSOLIDATED  BALANCE  SHEETS AS OF SEPTEMBER 30, 2002
               (UNAUDITED)  AND  DECEMBER  31,  2001

PAGE     3     CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS  AND  OTHER
               COMPREHENSIVE  INCOME  (LOSS)  FOR THE THREE AND NINE MONTHS
               ENDED SEPTEMBER 30, 2002  AND  FOR  THE PERIOD FROM MARCH 24,
               1999 (INCEPTION) THROUGH SEPTEMBER 30, 2002  (UNAUDITED)

PAGES 4 - 5    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
               MONTHS  ENDED SEPTEMBER 30, 2002 AND 2001 AND FOR THE PERIOD
               FROM MARCH 24, 1999 (INCEPTION) THROUGH SEPTEMBER 30, 2002
               (UNAUDITED)

PAGES 6 -10    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
               SEPTEMBER 30, 2002 (UNAUDITED)


<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
<TABLE>
<CAPTION>



<PAGE>
                                                          ASSETS
                                                          ------
                                                                                                September 30,
                                                                                                    2002     December 31,
                                                                                                (Unaudited)      2001
                                                                                              -------------- -------------
<S>                                                                                                  <C>           <C>
CURRENT ASSETS
Cash                                                                                           $    65,929   $        45
Prepaid expenses                                                                                     7,198             -
                                                                                              -------------- -------------
Total Current Assets                                                                                73,127            45
                                                                                              -------------- -------------
PROPERTY AND EQUIPMENT - NET                                                                        24,336         1,015
                                                                                              -------------- -------------

OTHER ASSETS
Intangible assets - intellectual property rights and software                                       95,957        22,000
Deposits                                                                                             1,000         1,000
                                                                                              -------------- -------------
Total Other Assets                                                                                  96,957        23,000
                                                                                              -------------- -------------

TOTAL ASSETS                                                                                   $   194,420   $    24,060
-------------                                                                                 ============== =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                     ---------------------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                                                          $   197,034   $   179,647
Loan payable - stockholder                                                                           9,663        24,985
Obligations under capital lease                                                                          -        14,351
Short-term loans                                                                                     3,888         3,614
Notes and debentures payable - short term                                                          355,000             -
Advance for stock purchase                                                                          47,800             -
                                                                                              -------------- -------------
Total Current Liabilities                                                                          613,385       222,597
                                                                                              -------------- -------------


LONG-TERM LIABILITIES
Notes and loans payable                                                                                  -       150,000
                                                                                              -------------- -------------
Total Long-Term Liabilities                                                                              -       150,000
                                                                                               ------------  ------------

TOTAL LIABILITIES                                                                                  613,385       372,597
                                                                                              -------------- -------------

PREFERRED STOCK TO BE ISSUED (220,000 SHARES)                                                            -        22,000
                                                                                              -------------- -------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.0001 par value, 20,000,000 shares authorized, 420,000 and none issued and
outstanding, respectively                                                                               42             -
Common stock, $.0001 par value, 100,000,000 shares authorized, 18,764,729 and 16,400,000
issued and outstanding, respectively                                                                 1,876         1,640
Common stock to be issued (539,568 shares)                                                              54            50
Additional paid-in capital                                                                       1,891,539     1,128,326
Accumulated deficit during development stage                                                    (2,225,813)   (1,463,501)
Accumulated other comprehensive income (loss)                                                       (8,121)          448
Deferred consulting expense                                                                              -       (37,500)
Deferred interest and financing costs                                                              (78,542)            -
                                                                                              -------------- -------------
Total Stockholders' Equity (Deficiency)                                                           (418,965)     (370,537)
                                                                                              -------------- -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                        $   194,420   $    24,060
---------------------------------------------------------                                      ============= =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        2
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
  ------------------------------------------------------------------------------
                                     (LOSS)
                                     ------
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                For the Period
                                                                                                                   From
                                                      For the Three  For the Three  For the Nine  For the Nine  March 24, 1999
                                                      Months Ended   Months Ended  Months Ended   Months Ended (Inception) to
                                                      September 30,  September 30, September 30, September 30,  September 30,
                                                           2002          2001          2002          2001          2002
                                                       ------------  ------------  ------------  ------------  ------------
<S>                                                         <C>           <C>           <C>           <C>           <C>
INCOME                                                 $         -   $         -   $         -   $         -   $         -
                                                       ------------  ------------  ------------  ------------  ------------


EXPENSES
Consulting                                                  12,500             -        97,850             -       387,254
Directors fees                                              22,150        20,961        53,650        24,170       230,640
Executive compensation                                           -             -             -       220,000       220,000
Depreciation and amortization                                    -             -             -             -        41,866
Legal and professional fees                                 17,430        32,449       129,157        35,976       409,738
Loss from impairment of intangible assets                        -             -             -             -       247,325
Loss on disposal of fixed assets                                 -             -             -             -        16,568
Other selling, general and administrative                   53,590        22,934       122,398        34,127       313,165
                                                       ------------  ------------  ------------  ------------  ------------
Total Expenses                                             105,670        76,344       403,055      (314,273)    1,866,556
                                                       ------------  ------------  ------------  ------------  ------------

LOSS FROM OPERATIONS                                      (105,670)      (76,344)     (403,055)     (314,273)   (1,866,556)

OTHER EXPENSES
Interest and financing costs                                91,633             -       359,258             -       359,258
                                                       ------------  ------------  ------------  ------------  ------------

NET LOSS                                                  (197,303)      (76,344)     (762,313)     (314,273)   (2,225,814)
--------

OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation gains/(losses)                 (2,178)       (1,733)       (8,569)         (606)       (8,121)
                                                       ------------  ------------  ------------  ------------  ------------
COMPREHENSIVE LOSS                                     $  (199,481)  $   (78,077)  $  (770,882)  $  (314,879)  $(2,233,935)
------------------                                     ============  ============  ============  ============  ============
NET LOSS PER COMMON SHARE - BASIC AND DILUTED          $     (0.01)  $         -   $     (0.04)  $     (0.03)  $     (0.22)
                                                       ============  ============  ============  ============  ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- BASIC AND DILUTED                                     19,304,297    16,032,609    18,201,328    11,230,586     9,980,585
                                                       ============  ============  ============  ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                        3

<PAGE>



                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         ------------------------------------------------------------
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                           For The Nine  For The Nine March 24, 1999
                                                                           Months Ended  Months Ended  Inception) To
                                                                           September 30, September 30, September 30,
                                                                                2002        2001          2002
                                                                             ----------  ----------   ------------
<S>                                                                              <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $(762,313)  $(314,272)  $(2,225,814)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                        -         353        41,866
Deferred interest and financing costs recognized                                42,458           -        42,458
Stock issued for services and compensation                                      50,100     220,000       307,600
Prepaid expenses written off                                                     3,593           -         3,593
Deferred consulting expense                                                     37,500           -        37,500
Beneficial conversion feature on convertible debt                              305,000           -       305,000
Option deposit charged to operations                                                 -           -        15,000
Loss on disposal of fixed assets                                                     -           -        16,568
Loss on impaired assets                                                              -           -       247,325
Increase (decrease) in:
Accounts payable and accrued expenses                                           17,388      17,317       197,034
                                                                             ----------  ----------   ------------
Net Cash Used In Operating Activities                                         (306,274)    (76,602)   (1,011,870)
                                                                             ----------  ----------   ------------


CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits                                                                             -           -       (16,000)
Purchase of property and equipment                                             (23,245)          -       (29,176)
                                                                             ----------  ----------   ------------
Net Cash Used In Investing Activities                                          (23,245)          -       (45,176)
                                                                             ----------  ----------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Obligations (payments) under capital leases                                    (14,351)       (336)      (30,042)
Proceeds from issuance of common stock                                           5,000      60,000       758,848
Short-term loans                                                                     -           -         3,614
Subscriptions receivable                                                        40,000           -        90,000
Due to related party                                                                 -           -       (81,987)
Due to creditors                                                                     -           -      (161,650)
Proceeds from loans payable stockholders                                        20,325       3,035        45,310
Proceeds from issuance of notes, loans and debentures payable                  305,000           -       455,000
Advance for stock purchase                                                      47,800           -        47,800
                                                                             ----------  ----------   ------------
Net Cash Provided By Financing Activities                                      403,774      62,699     1,126,893
                                                                             ----------  ----------   ------------


EFFECT OF EXCHANGE RATE CHANGES ON CASH                                         (8,371)        403        (3,918)
                                                                             ----------  ----------   ------------


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                65,884     (13,500)       65,929

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                              $      45   $  13,500   $         -
                                                                             ----------  ----------   ------------


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


          See accompanying notes to consolidated financial statements.
                                        4
<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                  (UNAUDITED)
                         --------------------------------


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

In  January  2002,  the  Company  received approval for British patent rights on
intellectual  property.  Pursuant  to  an agreement, the Company issued in April
2002  an  additional  200,000  Series  1  Convertible Preferred Shares valued at
$20,000,  which  is  included  as  an  intangible  asset and in preferred stock.

During  the  nine  months  ended  September 30, 2002, the Company issued 833,333
shares  of  common  stock  valued  for financial accounting purposes at $.12 per
share based upon a recent cash offering price to settle a $100,000 note payable.
No  gain  or  loss  was  recognized  on  the  transaction.

During  the  nine  months  ended  September 30, 2002, the Company issued 297,063
shares  of  common  stock  valued  for financial accounting purposes at $.12 per
share  based  upon a recent cash offering price to settle $35,647 of stockholder
loans.  No  gain  or  loss  was  recognized  on  the  transaction.

During  the  nine  months  ended September 30, 2002, the Company entered into an
agreement  to acquire a software license agreement with an estimated useful life
of  three years and one-year maintenance contract in exchange for 539,568 common
shares  to  be issued.  The shares were valued for financial accounting purposes
at  $.12  per  share  based  on  the  closing price on the effective date of the
agreement for an aggregate value of $64,748, which the Company allocated $53,957
to  the  software  license  agreement  and  $10,791 to the maintenance contract.




          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)




NOTE  1   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  ORGANIZATION
-------   -----------------------------------------------------------------

          The  accompanying  unaudited  condensed financial statements have been
          prepared  in  accordance with generally accepted accounting principles
          and  the  rules  and  regulations  of  the  Securities  and  Exchange
          Commission for interim financial information. Accordingly, they do not
          include all the information necessary for a comprehensive presentation
          of  financial  position  and  results  of  operations.

          It  is  management's  opinion,  however  that all material adjustments
          (consisting  of normal recurring adjustments) have been made which are
          necessary  for  a  fair financial statements presentation. The results
          for  the  interim period are not necessarily indicative of the results
          to  be  expected  for  the  year.

          For  further  information,  refer  to  the  financial  statements  and
          footnotes  included  in  the  Company's Form 10-KSB for the year ended
          December  31,  2001.

NOTE  2   ACQUISITION  OF  INTANGIBLE  ASSETS
-------   -----------------------------------

          In  July  2001, the Company entered into a purchase agreement with two
          individuals  who  held  the intellectual property rights, software and
          know-how  to a computer mouse known as the "QUILL". 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.  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,
          which  were  granted  in  January  2002.  These  preferred shares will
          convert  1:10  into  4,200,000  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 420,000 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 $42,000. The 420,000 preferred shares were issued
          on  April  22,  2002  (See  Note  4(A)).

          The  cost  of  the  above  intellectual  property rights, software and
          know-how  will be amortized on a straight-line basis over a three-year
          period. No amortization has been provided as of September 30, 2002, as
          the  Company  has  not yet commenced production of the QUILL (See Note
          5).

                                        6
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)


NOTE  3   CONVERTIBLE  DEBENTURES
-------   -----------------------

          In  order  to  provide working capital and financing for the Company's
          expansion,  as  of May 15, 2002, the Company entered into a securities
          purchase  agreement  and  related  agreements  with  four  accredited
          investors  (the  "Purchasers")  for  the  purchase  of $500,000 of the
          Company's 12% convertible debentures in two tranches of $250,000 each.
          The  debentures  bear  interest  at  a  rate of 12% per annum, payable
          either  quarterly or at the time of conversion in common stock or cash
          at the option of the Purchasers. On May 15, 2002, the Company received
          the  first  tranche of $250,000. On August 21, 2002, the agreement was
          amended  whereby the Company received $55,000 of the second tranche on
          August  21  with the balance of $195,000 to be received by the Company
          within  five  business  days  following  the  effective  date  of  the
          registration  statement  filed to register the common shares discussed
          in  the  final  paragraph  of  this  note.  Interest  expense  on  the
          debentures,  in the amount of $11,800, has been accrued and charged to
          operations  for  the  period  ended  September  30,  2002.

          As  part  of  the  agreement,  the Purchasers received three-year term
          warrants  to  purchase 3 shares of the Company's common stock for each
          $1.00  invested  exercisable  at $.05 per share. The fair value of the
          warrants  issued  in  May and August amounted to $111,000 and $10,000,
          respectively,  using  the  Black-Scholes  option  pricing  model  in
          accordance  with  SFAS  123  with  the following assumptions: dividend
          yield  of  zero,  expected  volatility  of  258%  and  167%, risk-free
          interest rate of 4% and 3% and an expected life of three years for the
          first  and  second tranche, respectively. Accordingly, an aggregate of
          $42,458  has  been  recognized  as interest and financing costs and an
          aggregate  of  $78,542  has  been recorded as deferred financing costs
          which  shall  be  amortized over the remaining life of the convertible
          debentures.

          The  debentures  are  convertible  into  shares of common stock at the
          lesser  of $0.05 per share or the average of the lowest three intraday
          trading  prices  of  a share of common stock during the twenty trading
          days immediately preceding conversion date discounted by 50%. Pursuant
          to  the  rules  and  regulations  of  the  SEC  regarding  beneficial
          conversion  features,  the  Company  has  expensed  as  interest  and
          financing  costs  the  excess  of  the fair market value of the common
          stock  at  the debenture issuance date over the conversion price which
          amounted  to an aggregate of $305,000 (limited to total equity raised)
          and  has  been  included  in  additional  paid-in  capital.

          The Company has reserved 28,000,000 shares of authorized but un-issued
          common  stock  for  issuance to the convertible debenture holders upon
          exercise  in  full of the entire principal amount of $500,000 plus the
          accrued  interest  upon  conversion  into  shares of common stock. The
          Company  will  also,  on  a  best  efforts basis, register 200% of the
          shares  of  common  stock underlying the warrants to be issued and the
          shares  of  common  stock into which the convertible debentures may be
          converted.
                                        7
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)


NOTE  4   STOCKHOLDERS'  DEFICIENCY
-------   -------------------------

          (A)  PREFERRED  STOCK
          ---------------------

          Under  an  agreement  dated  July  2001, the Company purchased certain
          intellectual  property  rights,  software and know-how in exchange for
          220,000  shares  of Series 1 Convertible Preferred Stock having a fair
          value  of $22,000 (See Note 2). In January 2002, British patent rights
          were  granted  for  the Quill, which obligated the Company to issue an
          additional  200,000  shares  of preferred stock having a fair value of
          $20,000  to the sellers under the terms of the agreement. These shares
          (aggregating  420,000)  were  issued by the Company on April 22, 2002.

          (B)  COMMON  STOCK
          ------------------

          In  September  2001,  the  Company  entered  into a one-year financial
          consulting  agreement  whereby  it will issue 500,000 shares of common
          stock  having  a fair value of $50,000 in exchange for these services.
          These  common  shares were issued in April 2002 and had been reflected
          in  the  financial  statements  of reporting periods prior to June 30,
          2002,  as common stock to be issued. The cost of the services has been
          amortized  over  the  one-year  term  of the agreement and $37,500 was
          charged  to consulting expense for the nine months ended September 30,
          2002.

          In  January 2002, the Company issued 61,000 shares of common stock for
          services  having  a  fair  value  of  $23,100.

          In  March  2002,  a $100,000 long-term note payable was converted into
          833,333  shares  of  restricted  common  stock  at  $0.12  per  share.

          In  March  2002, the President of the Company purchased 333,333 shares
          of  restricted  common  stock for a total price of $40,000 in exchange
          for a subscription receivable. The Company received the $40,000 during
          the  second  quarter  of  2002.

          In  March 2002, loans payable to a stockholder amounting to $35,647 as
          of  that  date were converted into 297,063 shares of restricted common
          stock.

          In  May  2002,  the  Company  issued 40,000 shares of common stock for
          $5,000.

          In  May  2002,  the Company issued 300,000 common shares having a fair
          value  of  $27,000  as  a  consultant  fee  in  connection  with  the
          convertible  debentures  issued  in  May  2002  (See  Note  3).
                                        8
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)

          (C)  COMMON  STOCK  TO  BE  ISSUED
          ----------------------------------

          On  May  31,  2002,  the  Company entered into an agreement to acquire
          computer software and licenses and a one-year service contract for the
          establishment  of  a  website,  database  management  for  users  and
          products,  inventory management, and point of sale service. The seller
          agreed  that  they would accept payment in common stock of the Company
          amounting  to  539,568 shares to be issued subsequent to September 30,
          2002  having  an  aggregate  fair  value  of $64,748 based on the most
          recent  closing  price  of  $0.12  per  share.  Based  on the vendor's
          estimated  price  for  the  software  and service contract, a pro rata
          allocation  was  made  to  intangible  assets  of  $53,957 and prepaid
          service  expenses  of  $10,791,  respectively.  In addition, $3,593 of
          expense  was  recognized  for the portion of the service contract that
          was  used  as  of  September  30,  2002.

NOTE  5   MANUFACTURING  AGREEMENT
-------   ------------------------

          In April 2002, the Company entered into a manufacturing agreement with
          an  independent  contractor  to  manufacture  the QUILL computer mouse
          under  the  terms  and  conditions  enumerated  in such agreement. The
          Company  does  not  have  a  fixed  purchase  commitment  under  this
          agreement. However, according to the terms of the agreement there is a
          minimum  order  quantity  of  5,000  pieces.  Production  began at the
          beginning  of  October  2002 and shipments began at the end of October
          2002.

NOTE  6   GOING  CONCERN
-------   --------------

          As reflected in the accompanying financial statements, the Company has
          accumulated  losses  of  $2,225,813  and  cash  used  in operations of
          $1,011,870  since  inception, a working capital deficiency of $540,258
          and a stockholders' deficiency of $418,965. 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  funds  through  a  securities
          purchase  agreement  for up to $500,000 which will provide the Company
          with  the  working  capital it requires to implement its business plan
          (See  Note  3).

NOTE  7   ADVANCE  FOR  STOCK  PURCHASE
-------   -----------------------------

          During August 2002, the Company received an aggregate of $47,800 as an
          advance  payment  toward  the  purchase  of  shares  under  an  option
          agreement  effective  October  29,  2002  (See  Note  8).

                                        9
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)

NOTE  8   SUBSEQUENT  EVENTS
-------   ------------------

          On  October  17,  2002,  the  Company  authorized  the  issuance of an
          aggregate  of  1,085,715  common  shares (of which 856,963 shares were
          issued  to  two  officers  of  the  Company)  for services rendered by
          several  individuals  valued for accounting purposes at $.21 per share
          (the  most  recent closing price) for an aggregate amount of $228,000,
          which  shall  be recognized as an expense during the fourth quarter of
          2002.

          On  October  17,  2002,  the  Company  authorized  the  issuance  to a
          consultant  an  option to purchase up to 100,000 common shares at $.21
          per  share  exercisable after one year and expiring after three years.
          The  fair  value  of the option was calculated using the Black-Scholes
          pricing  model with the following assumptions: dividend yield of zero,
          expected  volatility  of  357%, risk-free interest rate of 2.0% and an
          expected  life  of  two  years and amounted to $21,000, which shall be
          recognized  as  an  expense  during  the  fourth  quarter  of  2002.

          On  October  23,  2002, the Company entered into a six-month agreement
          with  a  consultant  whereby  the  consultant shall (1) distribute via
          targeted  email  a two-page "Highlighter" to attract new investors and
          (2)  design,  develop and market a website for the Company. In return,
          the  consultant  shall  receive  for  each  month:  (1) for months one
          through  three,  $30,000 (at the average trading price of the previous
          month)  of  restricted  common stock of the Company and (2) for months
          four  through  six, $30,000 in the form of half cash and half stock or
          all  cash  or all stock by agreement. Payments shall be made quarterly
          and  500,000  common  shares  shall  be  issued  upon execution of the
          agreement.

          On  October 29, 2002, the effective date of the agreement, the Company
          elected  a  new  non-executive  member  to  the  Company's  Board  of
          Directors.  In connection with this election, the Company granted said
          director  a  one-year option exercisable immediately to purchase up to
          588,235  restricted  shares of the Company's common stock at $.085 per
          share.  The  fair  value  of  the  warrants  was  calculated using the
          Black-Scholes  pricing  model with the following assumptions: dividend
          yield of zero, expected volatility of 170%, risk-free interest rate of
          2.0%  and  an expected life of one year and amounted to $95,000, which
          shall  be  recognized  during  the  fourth  quarter  of  2002.

          On  November  10,  2002,  the  Company  authorized the purchase of 200
          shares  (all  of the authorized and outstanding shares at the time) of
          Designer  Appliances,  Inc.  (a Delaware company incorporated June 17,
          2002)  for  an  aggregate  purchase  price  of $.02 such that Designer
          Appliances,  Inc.  shall  become  a  wholly  owned  subsidiary  of the
          Company.

                                       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.

OVERVIEW

     Torbay  Holdings is a development stage company created to act as a holding
company  for late-stage developmental, or early-stage commercial, companies with
opportunities in niche markets. Torbay Holdings currently owns two subsidiaries,
Designer  Appliances  Ltd. ("Designer Appliances") and Designer Appliances, Inc.
("DAI")  (a  Delaware  corporation)  and  is  actively  seeking  additional
acquisitions. Torbay Holdings has acquired valuable intellectual property rights
including  a  world wide patent application 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.  This will be exploited through
Torbay  Holdings'  subsidiaries.

                                       10
<PAGE>

     Through  Designer  Appliances Torbay Holdings has developed and intends to
market  (i) household appliances and (ii) the Quill computer mouse and software.
The  Company's  products  are  designed  to  attract  a premium, upscale market.
Management  believes  that  they  have identified products of an under exploited
opportunity in the household and domestic appliances market and is now expanding
its  product  line  to  include computer related products. There is no assurance
that  Torbay  Holdings  will be able to successfully manufacture or market these
items.

     In  July  2001,  the  Company  entered  into  a purchase agreement with two
individuals  who held the intellectual property rights, software and know-how to
a  computer  mouse  known  as the "QUILL". 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 were granted in January
2002  and  the  200,000 preferred shares were issued on April 22, 2002.


RESULTS  OF  OPERATIONS  FOR  THE NINE  MONTHS  ENDED SEPTEMBER 30, 2002 AND
SEPTEMBER  30,  2001

     Torbay  Holdings incurred a comprehensive net loss of $770,882 for the nine
months  ended  September 30, 2002 compared to $314,879 for the nine months ended
September  30, 2001. The increase in net loss reflects the increase in operating
expenses  over  the  prior  period   and  is primarily associated with costs and
allocations  for  the  Company's  convertible  debenture  financing.

     Torbay  Holdings  did  not  generate any revenues for the nine months ended
September  30,  2002 and for 2001.

     Torbay  Holdings'  selling,  general  and administrative expenses increased
$29,326  to  $105,670 for the three months ended September 30, 2002 from $76,344
for the three months ended September 30, 2001. This increase is primarily due to
increased  activity  for  preparation  of  product  sales.


                                       11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Torbay  Holdings, including its subsidiary Designer Appliances Limited, has
incurred  start-up  costs,  including  administrative  costs  and  research  and
development costs. To date, Torbay Holdings has received funds from sales of its
securities  and  from loans. It has primarily used the proceeds from the sale of
the  securities  of Designer Appliances Limited (prior to becoming a subsidiary)
for  payment  of  operating  costs to date. Since inception, Torbay Holdings has
received  an  aggregate of $848,848 from the sale of its securities and $503,924
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 was repaid in full by Torbay Holdings
from  subscription  proceeds  in  1999.

     Torbay  Holdings  has  had  no sales or revenue through September 30, 2002.
Since  inception, Torbay Holdings and its subsidiary Designer Appliances Limited
have focused on organizational activities and research and development of Torbay
Holdings' products and marketing strategies. In October 2002 the Company started
production and shipment of its Quill mouse product. Management estimates that it
will require between $0.5 million and $1.0 million for the calendar year 2002 to
implement  the marketing of the Company's Quill mouse product. The higher figure
assumes  payment on delivery and 90 days debtors, the lower figure assuming zero
debtor  days  which  reflects,  though in the extreme, the expectation that most
goods  will be supplied on letters of credit. Although the Company believes that
it  would  require between $6.5 million and $18.2 million on the same basis over
the  next  two  years  to  support manufacturing and marketing operations at the
planned levels, management anticipates that revenue generation from the sales of
the  computer  mouse,  if  at  the  levels  anticipated,  could generate cash to
commence  the  introduction of the Company's other products and allow for access
to  bank  credit  instruments  thereby  reducing  the  extent  of  outside funds
required.  These  figures  include  an  allocation  of  $1.11 million in capital
expenditures,  primarily  for  tooling costs which in early discussions with one
potential  manufacturer  suggest  may  possibly  be  amortized  into the cost of
product  supply.  Intellectual property rights and development costs are planned
at  $1.8  million  and  sales and marketing at $6.2 million for this period. The
acquisition  of  additional  subsidiaries would also require additional capital.

Recent Financing

     The  Company  entered into a Securities Purchase Agreement on May 15, 2002,
with  several  institutional  investors  (the  "Investors")  for the sale of the
Company's 12% secured convertible debentures in the principal amount of $250,000
and  the  Company also issued warrants to purchase an aggregate of up to 750,000
shares  of  the  Company's common stock. The terms of the convertible debentures
provide  for  full  payment  on or before May 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  original  terms  of  the  warrants entitled each investor to purchase
shares  of  the Company's common stock at a price equal to the lesser of (i) the
registration  price  and (ii) the average of the lowest three (3) trading prices
during  the  twenty (20) trading days immediately prior to exercise. The Company
and  the  Investors  have amended the exercise price of the warrants held by the
Investor from a price equal to the lesser of (i) the registration price and (ii)
the  average  of  the  lowest  three  (3)  trading prices during the twenty (20)
trading days immediately prior to exercise to a fixed exercise price of $.05 per
share.

     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. This limitation may be waived by the
investors  upon  61  days  notice  to  the  Company.

     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  August  21, 2002, we received $55,000 from the sale to the investors of
our  12% convertible debentures and issued the investors warrants to purchase an
aggregate  of  165,000 shares of our common stock exercisable at $.05 per share.
As  of September 30, 2002, (i) $305,000 of the debentures have been issued, none
of  which  have been converted, and (ii) 915,000 warrants have been issued, none
of  which  have been exercised. Pursuant to the terms of the Securities Purchase
Agreement  and  amendments thereto, upon a registration statement being declared
effective  by  the SEC and upon the satisfaction of additional conditions by the
Company,  the  investors  will be obligated to purchase additional debentures in
the  aggregate  amount  of  $195,000 and will be granted warrants to purchase an
additional 585,000 shares of the Company's common stock. The conversion terms of
the  second  convertible  debenture  and  the  exercise  price of the additional
warrants  to  purchase  585,000  shares of common stock will be identical to the
initial  debenture  and  warrants  as  stated  above.

     Torbay  Holdings'  ability  to develop its operations is dependent upon its
receiving additional capital financing. Torbay Holdings may raise capital by the
sale  of  its equity securities, through an offering of debt securities, or from
borrowing  from  a  financial  institution.  Torbay  Holding's audited financial
statements raise substantial doubt about Torbay's ability to continue as a going
concern  if sufficient additional funding is not acquired or alternative sources
of  capital  developed  to  meet  Torbay's  working  capital  needs.

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

OTHER:

     Except  for  historical information contained herein, the matters set forth
above  are  forward-looking  statements  that  involve  certain  risks  and
uncertainties  that  could  cause  actual  results  to  differ from those in the
forward-looking  statements.  Potential  risks  and  uncertainties  include such
factors  as  the level of business and consumer spending, the amount of sales of
the  Company's  products,  the  competitive  environment  within  the automotive
aftermarket  industry,  the  ability  of  the  Company to continue to expand its
operations,  the  level  of  costs  incurred  in  connection  with the Company's
expansion  efforts,  economic  conditions  and  the  financial  strength  of the
Company's  customers  and  suppliers.  Investors  are directed to consider other
risks  and  uncertainties  discussed  in documents filed by the Company with the
Securities  and  Exchange  Commission.


                                       12
<PAGE>
Part  II  -  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     From time to time, the Company may be party to what it believes are routine
litigation and proceedings that may be considered as part of the ordinary course
of  its  business.  The  Company  is  not  aware  of  any  pending litigation or
proceedings  that  could  have  a  material  effect  on the Company's results of
operations  or  financial  condition.

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.

     On  October  29,  2002,  the  effective  date of the agreement, the Company
elected  Mr. Marchant to be a new non-executive member to the Company's Board of
Directors. In connection with this election, the Company granted said director a
one-year  option  exercisable  immediately  to purchase up to 588,235 restricted
shares  of  the  Company's  common  stock at $.085 per share. In August 2002, we
received  an  advance  of  $47,800 towards the exercise of this option which was
used  to purchase 562,353 shares during the fourth quarter. The Company believes
that  such  transaction  was  exempt  from  the registration requirements of the
Securities  Act  of  1933  by  virtue  of  Section  4(2)  thereof,  Regulation D
promulgated  thereunder.


ITEM 3.  CONTROLS  AND  PROCEDURES

Management  continuously  evaluates  our  internal  controls  and procedures and
believes  that such controls and procedures are effective. There were no changes
in  the  Company's  internal  controls  or  in  other  factors  that  could have
significantly  affected  those  controls subsequent to the date of the Company's
most  recent  evaluation.


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

     None.

ITEM  5.     OTHER  INFORMATION

Subsequent Events

On  October  17,  2002,  the  Company authorized the issuance of an aggregate of
1,085,715  common shares (of which 856,963 shares were issued to two officers of
the  Company) for services rendered by several individuals valued for accounting
purposes  at  $  .21  per  share  for  an  aggregate  amount  of  $228,000.

On  October  17,  2002,  the  Company authorized the issuance to a consultant an
option  to  purchase  up  to 100,000 common shares at $.21 per share exercisable
after  one  year  and  expiring  after  three  years.

On  October  23  2002,  the  Company  entered  into a six-month agreement with a
consultant  whereby  the  consultant  shall  (1) distribute via targeted email a
two-page  "Highlighter"  to  attract  new  investors and (2) design, develop and
market  a  website  for  the  Company.

As compensation, the consultant shall receive for each month: (1) for months one
through  three,  $30,000 (at the average trading price of the previous month) of
restricted  common  stock  of  the  Company and (2) for months four through six,
$30,000  in  the  form  of  half cash and half stock or all cash or all stock by
agreement.  Payments  shell be made quarterly and 500,000 common shares shall be
issued  upon  execution  of  the  agreement.

On  October  29,  2002, the effective date of the agreement, the Company elected
Mr.  Marchant  to  be  a  new  non-executive  member  to  the Company's Board of
Directors. In connection with this election, the Company granted said director a
one-year  option  exercisable  immediately  to purchase up to 588,235 restricted
shares  of  the  Company's  common  stock  at  $.085  per  share.

On  November 10, 2002, the Company authorized the purchase of 200 shares (all of
the  authorized and outstanding shares at the time) of Designer Appliances, Inc.
(a  Delaware company incorporated June 17, 2002) for an aggregate purchase price
of  $.02  such  that  Designer  Appliances,  Inc.  shall  become  a wholly owned
subsidiary  of  the  Company.


                                       13
<PAGE>

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits

             None

     (b)     Reports  on  Form  8-K

     The  Company did not file any reports on Form 8-K for the third quarter of
the  2002  fiscal  year.


                                       14
<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
    ---------------------------

    William  Thomas  Large
    President  and  Chief  Executive  Officer
    (Principal  Executive  Officer  and  Principal  Accounting  Officer)


Date:  November 18, 2002

<PAGE>
                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report of Torbay Holdings, Inc. (the "Company")
on  Form  10-QSB  for  the  period  ended  September 30, 2002, as filed with the
Securities  and  Exchange  Commission  on  the  date  hereof (the "Report"), the
undersigned, Chief Executive Officer and Chief Financial Officer of the Company,
certifies,  pursuant  to  18 U.S.C. Section 1350, as adopted pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

(1)  The Report fully complies with the requirements of section 3(a) or 15(d) of
     the  Securities  and  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



By: /s/  William  Thomas  Large
    ---------------------------

    William  Thomas  Large
    President  and  Chief  Executive  Officer
    (Principal  Executive  Officer  and  Principal  Accounting  Officer)

Dated: November 18, 2002

<PAGE>

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

     I,  Thomas Large,  certify  that:

     1.     I  have  reviewed  this  quarterly report on Form 10-QSB of  Torbay
Holdings,  Inc.

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a) designed such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being  prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     c)  presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

     a)  all  significant  deficiencies  in  the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)  any  fraud,  whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


By: /s/  William  Thomas  Large
    ---------------------------

    William  Thomas  Large
    President  and  Chief  Executive  Officer
    (Principal  Executive  Officer  and  Principal  Accounting  Officer)

Dated: November 18, 2002



<PAGE>