<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 amended March 31, 2003

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

For the transition period from  _____  to  _____

                         Commission file number 0-25417

                              TORBAY HOLDINGS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)



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


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

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

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
     Yes  X  No __

     The Company had 28,369,607 shares of common stock outstanding as of March
31, 2003.


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


Part  I  -  FINANCIAL  INFORMATION

ITEM  2.     FINANCIAL STATEMENTS



<PAGE>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                            (i) AS OF MARCH 31, 2003


                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES

                                  (A) CONTENTS




<TABLE>
<CAPTION>
<S>                  <C>      <C>
PAGE                 1        CONDENSED  CONSOLIDATED BALANCE SHEETS AS OF MARCH 31,  2003 (UNAUDITED) AND DECEMBER
                              31, 2002

PAGE                 2        CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS  AND OTHER  COMPREHENSIVE  INCOME
                              (LOSS) FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)

PAGES                3        CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
                              2003 AND 2002 (UNAUDITED)

PAGES              4 - 5      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2003 (UNAUDITED)
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                     TORBAY HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                   (B) ASSETS
                                                                                   March 31, 2003        December 31, 2002
                                                                                    (Unaudited)
                                                                                 -------------------     -------------------
<S>                                                                           <C>                     <C>
CURRENT ASSETS
 Cash                                                                         $              3,404    $             59,403
 Accounts receivable, net                                                                    2,521                   1,620
 Inventory                                                                                  62,189                  65,453
 Prepaid expense                                                                             1,798                  15,748
                                                                                 -------------------     -------------------
(1)      TOTAL CURRENT ASSETS                                                               69,912                 142,224
                                                                                 -------------------     -------------------
(2)
(3)      Property and equipment - net                                                       21,499                  22,661
                                                                                 -------------------     -------------------
(4) (5) OTHER ASSETS
(6)      INTANGIBLE ASSETS - NET                                                            94,159                  97,957
(7)      DEPOSITS                                                                            1,000                   1,000
                                                                                 -------------------     -------------------
(8)      TOTAL OTHER ASSETS                                                                 95,159                  98,957
                                                                                 -------------------     -------------------
(9)
(10)     TOTAL ASSETS                                                         $            186,570    $            263,842
                                                                                 ===================     ===================

(C) LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                        $            231,864    $            226,626
 Loan payable - officer                                                                      9,663                   9,663
 Notes payable                                                                             490,000                 550,000
                                                                                 -------------------     -------------------
     Total Current Liabilities                                                             731,527                 786,289
                                                                                 -------------------     -------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $.0001 par value, 20,000,000 shares authorized,
 420,000 issued and outstanding                                                                 42                      42
 Common stock, $.0001 par value, 100,000,000 shares authorized,
 28,369,607 and 20,912,617 issued and outstanding, respectively.                             2,837                   2,091
 Common stock to be issued (350,000 and 539,568 shares, respectively)                           35                      54
 Additional paid-in capital                                                              2,795,109               2,652,336
 Accumulated deficit                                                                    (3,259,635)             (3,035,354)
 Accumulated other comprehensive loss                                                       (6,636)                (12,657)
 Deferred equity based expense                                                             (76,709)               (128,959)
                                                                                 -------------------     -------------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                            (544,957)               (522,447)
                                                                                 -------------------     -------------------

(1)      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       $            186,570    $            263,842
                                                                                 ===================     ===================


 The accompanying notes are an integral part of the condensed consolidated financial statements.

                                        1
</TABLE>


<PAGE>



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


<TABLE>
<CAPTION>

                                                                             For The Three            For The Three
                                                                          Months Ended March       Months Ended March
                                                                               31, 2003                 31, 2002
                                                                          --------------------     --------------------

<S>                                                                    <C>                      <C>
SALES, NET                                                             $              11,701    $                -

COST OF SALES                                                                          3,264                     -
                                                                          --------------------     --------------------

GROSS PROFIT                                                                           8,437                     -
                                                                          --------------------     --------------------

OPERATING EXPENSES
 Selling expenses                                                                     11,730                     -
 Consulting fees                                                                      94,750                   15,600
 Professional fees                                                                    13,012                   23,172
 Directors fees and compensation                                                      18,675                    5,500
 Other general and administrative                                                     27,301                    7,155
                                                                          --------------------     --------------------
      Total Operating Expenses                                                       165,468                   51,427
                                                                          --------------------     --------------------

LOSS FROM OPERATIONS                                                                (157,031)                 (51,427)

OTHER EXPENSES
Interest and financing costs                                                         (67,250)                    -
                                                                          --------------------     --------------------
      Total Other Expenses                                                           (67,250)                    -
                                                                          --------------------     --------------------

(2)      NET LOSS                                                                   (224,281)                 (51,427)

OTHER COMPREHENSIVE INCOME
 Foreign currency translation gain                                                     6,021                    1,705
                                                                          --------------------     --------------------

COMPREHENSIVE LOSS                                                     $            (218,260)   $             (49,722)
------------------
                                                                          ====================     ====================

NET LOSS PER SHARE - BASIC AND DILUTED                                 $                (.01)   $                (.01)
                                                                          ====================     ====================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE
PERIOD - BASIC AND DILUTED                                                        24,017,251               16,468,803
                                                                          ====================     ====================

 The accompanying notes are an integral part of the condensed consolidated financial statements.
                                        2
</TABLE>


<PAGE>



                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)


<TABLE>
<CAPTION>

                                                                                  For The Three            For The Three
                                                                               Months Ended March       Months Ended March
                                                                                    31, 2003                 31, 2002
                                                                               --------------------     --------------------
<S>                                                                         <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                   $            (224,281)   $             (51,427)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                             4,960                       18
  Common stock and warrants issued for services                                            83,500                   23,100
  Deferred financing costs recognized                                                      52,250                   12,500
 (Increase) decrease in:
  Inventory                                                                                 3,264                     -
  Accounts receivable                                                                        (901)                    -
  Prepaid expenses                                                                         13,950                     -
 Increase (decrease) in:
  Accounts payable and accrued expenses                                                     5,238                     (687)
                                                                               --------------------     --------------------
       Net Cash Used In Operating Activities                                              (62,020)                 (16,496)
                                                                               --------------------     --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments under capital leases                                                               -                      (4,704)
 Short-term loans                                                                            -                         (63)
 Proceeds from loan payable-officer                                                          -                       20,325
                                                                               --------------------     --------------------
       Net Cash Provided By Financing Activities                                             -                      15,558
                                                                               --------------------     --------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                     6,021                    1,258
                                                                               --------------------     --------------------

INCREASE (DECREASE) IN CASH                                                               (55,999)                     320

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

CASH - END OF PERIOD                                                        $               3,404    $                 365
--------------------
                                                                               ====================     ====================
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the three months ended March 31, 2003, a portion of the notes payable in
the amount of $60,000 was converted into 5,666,422 shares of common stock.

NOTE 1   BASIS OF PRESENTATION

     The accompanying condensed financial statements include the accounts of
     Torbay Holdings, Inc. and its wholly owned subsidiaries, Designer
     Appliances Limited and Designer Appliances, Inc. (collectively the
     "Company"). These statements have been prepared in accordance with

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        3

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

     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, 2003 are not
     necessarily indicative of the results that may be expected for the year
     ended December 31, 2003. The accompanying condensed consolidated financial
     statements and the information included the heading "Management's
     Discussion and Analysis" should be read in conjunction with the Company's
     consolidated financial statements and related notes included in the
     Company's Form 10-KSB for the year ended December 31, 2002.

NOTE 2   STOCKHOLDERS' DEFICIENCY

     COMMON STOCK

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

     During the three months ended March 31, 2003, a portion of the notes
     payable in the amount of $60,000 was converted into 5,666,422 shares of
     common stock.

     On February 6, 2003, the Company entered into a one-year non-exclusive
     agreement with a consultant to provide strategic planning services. The
     agreement calls for the consultant to receive 250,000 shares of restricted
     common stock upon the effective date of the agreement for the initial
     period. The 250,000 shares were valued for financial accounting purposes at
     $15,000, the fair market value of the common stock on the effective date of
     the agreement based on concurrent cash offerings, and are to be issued as
     of March 31, 2003. The consultant is entitled to an additional 500,000
     shares upon the consultant's identifying and introducing and the Company
     closing on agreements with European community contacts.

     On February 7, 2003, the Company entered into an agreement whereby the
     Company received the exclusive license of software named NIB Version 1.0,
     which automatically actuates contextual menus in computer programs without
     the need to use or click a computer mouse button. In consideration, the
     Company has agreed to issue 100,000 shares of common stock valued for
     financial accounting purposes at $6,000, the fair market value of the
     common stock on the effective date of the agreement based on concurrent
     cash offerings. The shares are to be issued as of March 31, 2003. Also, the
     Company is required to pay royalty payments to the consultant at a rate of
     $3 per copy of the software that is distributed in any manner. The minimum
     royalties are $500 for the second quarter of 2003, $1,000 for the third
     quarter for 2003, $2,000 for the fourth quarter of 2003 and $3,000 per
     quarter thereafter. The term of the agreement is perpetual provided the
     Company continues to pay the royalty payments within 120 days after the end
     of each quarter and abides by the other terms of the agreement.

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        4

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

NOTE 3   GOING CONCERN

     As reflected in the accompanying condensed consolidated financial
     statements, the Company has a net loss of $224,281, a negative cash flow
     from operations of $62,020, a working capital deficiency of $661,615 and a
     stockholders' deficiency of $544,957. These factors raise substantial doubt
     about its ability to continue as a going concern. The ability of the
     Company to continue as a going concern is dependent on the Company's
     ability to raise additional funds and implement its business plan. The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

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

NOTE 4   SUBSEQUENT EVENTS

     As of May 18, 2003, a portion of the notes payable in the amount of $70,000
was converted into 8,916,952 shares of common stock.

     During April 2003, the Company issued 1,000,000 common shares having a fair
     value of approximately $5,000 for legal services rendered during April
     2003.





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

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        5
<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

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). Torbay Holdings has acquired intellectual
property rights including a world wide patent application for a computer mouse
(known as the "QUILL") that is thought to be beneficial to computer mice users
with regards to the area of treatment and prevention of repetitive strain
injury.

            The Company intends to market and sell only products that are
designed to attract a premium, upscale market. Management believes that it has
identified several products, including the Quill, of an under exploited
opportunity in the computer, household and domestic appliances markets. Because
of the Company's precarious financial condition and limited capital resources,
it is currently limiting its operations to the production and sale of the Quill
Mouse and related software.

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

     The agreement also calls for the issuance of an additional 200,000 shares
of Series 1 Convertible Preferred Stock upon the Company receiving an approval
for the patent rights to the QUILL. Such patent rights 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 MARCH 31, 2003 AND 2002

     The Company incurred a comprehensive net loss of $218,260 for the three
months ended March 31, 2003 compared to $49,722 for the three months ended March
31, 2002. The increase in net loss reflects the increase in operating expenses
and consulting fees over the prior period and is primarily attributable to the
cost associated with the commencement of marketing of the QUILL computer mouse.

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        6

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

     The Company generated revenues of $11,701 for the three months ended March
31, 2003 compared with no revenue for the same period of 2002. All of these
revenues resulted from the commencement of the Company's sales of the QUILL.

     The Company' selling, general and administrative expenses increased
$114,041 to $165,468 for the three months ended March 31, 2003 from $51,427 for
the three months ended March 31, 2002. This change was primarily due to
increased costs, including consulting fees, associated with the commencement of
marketing of the QUILL.

LIQUIDITY AND CAPITAL RESOURCES

     The Company, including its subsidiary Designer Appliances Limited, has
incurred start-up costs, including administrative costs and research and
development costs, while realizing virtually no operating revenue. To date, the
Company has funded operations primarily from the proceeds of sales of its
securities and from loans. Since inception, the Company has received an
aggregate of $803,848 from the sale of its securities and $174,985 from loan
proceeds. Designer Appliances Limited issued promissory notes in an aggregate
amount of $161,650 for the cost of purchasing the intellectual property rights
to its products, which were repaid in full from subscription proceeds in 1999.

     The Company has had only minimal sales and revenue through March 31, 2003.
Since inception, the Company and its subsidiary Designer Appliances Limited have
focused on organizational activities and research and development of the
Company' products and the development of marketing strategies. At the end of
2002, the Company commenced production and shipment of its Quill mouse product.
Management estimates that it would require between $6.5 million and $18.2
million over the next two years to support manufacturing and marketing
operations of all the products in its IPR portfolio. The company will
consequently maintain a focus on developing sales of its Quill Mouse products
and to this has introduced further two new products: Nib software, which
performs a high percentage of computer mouse clicks for the users and subject to
its effective utilization, and the Quill Well Mouse mat. Revenues generated by
sales of the QUILL where possible will be used to further develop QUILL sales
until a cash flow positive and profit positive position can be established at
sustainable levels so allowing for access to bank credit instruments, thereby
reducing the extent of external financing required. The estimated cash flow
needs at current operational levels and in the absence of sales is approximately
$500,000. There are no planned acquisitions of additional subsidiaries during
the next 12-month period.


Recent Financing

     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 November 14, 2003, with interest of 12%
per annum. The debentures may be converted at any time at the lesser of (i) $.05
or (ii) the average of the lowest three (3) trading prices during the 20 trading
days immediately prior to the date the conversion notice is sent, divided by
two. The warrants entitle each investor to purchase shares of the Company's
common stock at a price equal to $.05 per share.


<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

     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. As a result of conversions
effected through March 31, 2003, the Company has issued shares to the debenture
holders that exceed such 4.9% limitation.

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

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

     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.

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

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        7

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

    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.

Part  II  -  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     The Company is not currently party to any litigation.

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

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        8

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

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

An agreement for additional financing of an amount up to $250,000 was entered
into after the reporting period with the investors who purchased debentures
under the Securities Purchase Agreement referred to in Management's Discussion
and Analysis. The terms of the new agreement were similar to the terms of the
Securities Purchase Agreement and such terms will be more fully detailed in the
Company's next Form 10-Q filing. This agreement included a 6 month extension of
the maturity date of the debentures issued under the Securities Purchase
Agreement, delaying the date for repayment of such debentures from May 14, 2003
to November 14, 2003. Under this new agreement the Company can draw down another
$25,000 per month up to a $250,000 maximum aggregate amount, in order to service
any necessary deficits in cash flow. This agreement is subject to cancellation
on 30 days notice by the Company whereupon the investors would be entitled to
exercise certain registrations rights in the event that the a cash settlement is
not made by the Company.

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 first quarter of
fiscal 2003.

                                 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
     President  and  Chief  Executive  Officer
    (Principal  Executive  Officer  and  Principal  Accounting  Officer)
     Date:  May   , 2003


 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                        9

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

                           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 March 31, 2003, 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: __________________________
    William  Thomas  Large
    President  and  Chief  Executive  Officer
    (Principal  Executive  Officer  and  Principal  Accounting  Officer)

Dated: May   , 2003



                            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;

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                       11

<PAGE>
                   (i) TORBAY HOLDINGS, INC. AND SUBSIDIARIES

               (A) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (B) (UNAUDITED)

                                      (ii)

     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: ____________________________

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

    Dated: May  , 2003

 The accompanying notes are an integral part of the condensed consolidated
 financial statements.
                                       12

<PAGE>