U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-KSB/A

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001

                          Commission File No.: 0-25417

                              TORBAY HOLDINGS, INC.
                 (Name of small business issuer 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
                    (Address of principal executive offices)

                                011 44 1481 46044
                           (Issuer's Telephone Number)

 Securities Registered under Section 12(b) of the Exchange Act:   None
 Securities Registered under Section 12(g) of the Exchange Act:
                      Common Stock, $.0001 par value
                              (Title of Class)

         Check whether the issuer (1) has 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


         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         There were no revenues for the issuer's fiscal year ended December 31,
2001.

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common equity was sold, as of a specified date within the last 60 days. On April
24, 2002: $575,120.

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest  practicable date. Torbay Holdings, Inc. had
16,461,000 shares of common  stock  outstanding as of April 24, 2002.

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


<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF THE BUSINESS

GENERAL

         Torbay  Holdings is a  development  stage  company  created to act as a
holding  company  for  late-stage   developmental   or  early-stage   commercial
companies.  Torbay  Holdings  was  incorporated  on March 24, 1999 as a Delaware
corporation named Acropolis Acquisition  Corporation,  which changed its name to
Torbay  Holdings,  Inc. on July 14,  1999.  Torbay  Holdings  acquired  Designer
Appliances,  Limited,  a United  Kingdom  corporation  which has  developed  and
anticipates  marketing  household  appliances  designed  to be  attractive  to a
premium, upscale market, as a wholly-owned subsidiary on July 19, 1999.

         On October  26,  1999,  Torbay  Acquisition  Corporation,  a  reporting
company  under the  Securities  Exchange  Act of 1934,  as amended,  merged into
Torbay Holdings. Torbay Holdings became a successor issuer to Torbay Acquisition
Corporation  pursuant to Rule 12g-3(a) of the General Rules and  Regulations  of
the Securities and Exchange Commission.

         All  references  to  "dollars,"  "U.S.  dollars,"  "$," or "US$" are to
United  States  dollars,  and all  references  to "pounds" or  "(pound)"  are to
British pounds  sterling.  As of December 31, 2001, the Interbank  exchange rate
was (pound) 1.45150 to $1.00.

BUSINESS AND ACQUISITION STRATEGY

         Torbay Holdings plans to acquire diversified, wholly-owned subsidiaries
which are  late-stage  development  or early-stage  commercial  companies,  with
opportunities in niche markets. Additionally, Torbay Holdings intends to own and
manage assets from a variety of locations each having  protection either by deed
or  intellectual   property   rights.   Torbay  Holdings   intends  to  purchase
subsidiaries on an equity  participation  basis and issue convertible  preferred
stock, which will be convertible to common stock upon the attainment of a profit
objective of a specified  subsidiary  or product line within a given time frame,
in exchange for the  outstanding  voting stock of the  subsidiary.  In this way,
value is not delivered to the incoming  businesses  until such businesses  reach
specified  profitability targets. Torbay Holdings expects such profitability, if
any,  to  be  reflected in the share price of its common stock, thereby limiting
the  dilution  caused  by  its  acquisitions.

     Members of the board of  directors  of Torbay  Holdings intend to be active
participants  in  the  management  and  operation  of its  subsidiaries.  Torbay
Holdings expects that significant  direct involvement and the time allocation of
its  directors  will  be  required  in  the  period  immediately  following  the
acquisition  of a subsidiary.  Consequently,  Torbay  Holdings  estimates that a
maximum of three or four start up  subsidiaries  will be  manageable  during the
first  twelve  months  following  their  acquisition.  However,  as a subsidiary
becomes  profitable this time demand on Torbay Holdings directors will diminish,
allowing them the  opportunity  to assume a similar role in newly other acquired
subsidiaries.

     Torbay  Holdings  currently  owns one subsidiary, Designer Appliances Ltd.,
and  is  actively seeking additional acquisitions. Torbay Holdings has completed
agreements  to  acquire intellectual property rights, namely UK Patent No GB
2328296,  granted  on  January 27, 2002. The Company has subsequently filed with
the  United  States Patent and Trademark Office for a registered trademarks upon
this  device,  the  product  previously  called  "Project  KAT" will be launched
commercially  as the Quill. The Quill computer pointer or computer mouse product
in  clinical  trials presented to the company, eliminates the risk of repetitive
strain  injury  from  the  use  of  the  computer  mouse.

<PAGE>
DESIGNER APPLIANCES, LTD.

         Designer Appliances,  Ltd. is  organized  under the laws of the United
Kingdom as a company that is  seeking  to  exploit  innovations  in  design,
technology, and product concepts in the designer sector of the appliance market.
Designer  Appliances owns the designs to attractive vacuum cleaners that convert
into  glass-top  tables  when not in use as  vacuums.  In addition to the vacuum
cleaners,  Designer Appliances has plans for a voice-activated desk top fan with
a heating element and a transparent  toaster which also serves as a radio.  Such
products are targeted at executive  apartments in London,  Paris, Milan, and New
York where design aesthetics and living space are at a premium.

OPERATIONS

         Prior to the  acquisition  of the design by  Designer  Appliances,  300
units of the Telstar I vacuum  cleaner were produced for testing and  marketing.
See "Products." Designer Appliances initially intends to subcontract manufacture
of the product  components to the companies who  manufactured the components for
these models and who are equipped and experienced to do so.  Responsibility  for
the final  product  assembly  will be managed by Designer  Appliances  to ensure
product quality.

PRODUCTS

         Telstar I  Designer  Vacuum  Cleaner.  The  Telstar I  Designer  Vacuum
Cleaner is a rocket shaped cylinder vacuum cleaner made of polished aluminum and
incorporating  the latest in filtration  technology.  It is bagless and features
the High Efficiency  Particle  Arrester (HEPA) medical grade filter that removes
allergens in dirt associated with asthma. It has a large (50ft.) cleaning radius
that typically allows cleaning an entire floor without stopping.  Early versions
of the Telstar  have  obtained  British and  European  approvals  for German TUV
standards, which relate to electrical safety and manufacturing practices. United
States approvals are  anticipated.  This product is expected to sell for between
(pound)150 and (pound)165 to stores and (pound)300 retail. Initial manufacturing
costs are expected to be between (pound)80 and (pound)100 per unit.

         Telstar II Designer Vacuum Cleaner/Table.  The Telstar I vacuum cleaner
has a glass tabletop accessory.  When not in use, the vacuum cleaner serves as a
base for the glass  tabletop  and the entire unit appears as an  attractive  and
functional  coffee  table.  This  product is designed for an  environment  where
storage space is at a premium. Torbay Holdings may choose to market this product
under the name "Sputnik" or as the "Telstar Space  Station".  The tabletop model
has been  developed as a working  prototype  and  additional  expenditure,  when
available,  is  planned on  testing,  tooling  and  packaging.  This  product is
expected to sell for  (pound)100 to  (pound)125  above the cost of the Telstar I
vacuum cleaner.

         Mistral  I  Desktop  Fan.  This is a  desktop  fan,  cased in  polished
aluminum,  which utilizes a design similar to the Telstar I Vacuum Cleaner.  The
Mistral  I fan is  designed  and ready for  manufacturing  development.  Further
innovations  being  considered  for the Mistral I include voice  activations  of
stop, start, speed, swivel movement,  hot, and cold. This product is expected to
sell for (pound)70 to stores and to retail for (pound)130.
<PAGE>
The Quill computer mouse.
--------------------------

      In  July  2001,  the  Company entered into a definitive purchase agreement
with  two  individuals  who  held  the  intellectual property rights and a third
individual who was involved in the design drawings for the software and know-how
for  the  computer mouse product now referred to as the Quill (formally known as
the  "KAT").  Under  the terms of the agreement, the Company acquired all of the
sellers'  rights,  title  and  interests  in  the  KAT  in  exchange for 220,000
convertible  preferred  shares.  These shares will be convertible into 2,200,000
shares  of  common  stock upon the satisfaction of certain financial performance
requirements  under  the  agreement's  terms. Under this agreement an additional
200,000  convertible preferred shares are also to be issued if and when a patent
is granted which patent has been applied for. Such patent rights were granted in
January  2002.  These  additional  preferred  shares  are  convertible under the
identical  financial  performance  requirements. In the event that the financial
performance  requirements are not achieved within five years from the signing of
the agreement, then these preferred shares will convert on a 1:1 basis of common
stock.

    The  Quill  design, without altering the way an individual works, maintains
the  hand  used  to  maneuver  the  computer  mouse,  in  a  "neutral"  or  low
biomechanical  load  position,  similar  to  a hand shake position while using a
mouse.  It  is  larger than an ergonomic mouse so it is more comfortable to use.
The  Quill keeps the users hand, wrist and lower forearm within certain critical
angles  so  as  not  to  overly  extend  the  median  nerve.

      The  Company  is  in  the  process  of  developing  its E-Quill-Liberator
Software  that  the  Company  believes  will  help  manage  injuries  typically
associated  with  using a computer mouse such as Cumulative Trauma Disease (CTD)
or  Repetitive  Strain  Injury (RSI) and Carpal Tunnel Syndrome (CTS). The mouse
driver  software  supplied  will  have a user de-selectable default that prompts
users  to  take  a 15 minute break every two hours, which is a recommendation of
the  OSHA and published in their Ergonomic Report: Office and Clerical, extracts
relating  to  TW921209, Computer Layout & Design. The E-Quill-Liberator software
suite  will  extend  fatigue management and make recommendations as to how users
might seek to alleviate observed sensations in specific limb zones by offering a
series  of  exercises. The information, securely contained on the users personal
computer, would be used to suggest breaks and exercises customized to suit their
individual  body  mechanics.

         Wurlitzer Toaster.  The Wurlitzer Toaster is in the design stage and is
anticipated to follow Designer Appliances' "retro" theme, while  incorporating
modern technology.  The product is expected to have two chrome ends in the shape
of fins  with  central  glass  panels to allow for the  toasting  process  to be
observed. Designer Appliances is also considering incorporating an FM radio with
this product for practicality.

         Thalia Kettle.  The Thalia Kettle will  incorporate a "retro" design in
order to be marketed with the Wurlitzer  Toaster.  The product is anticipated to
have instant heat delivery,  rapid boil and other potentially  patentable design
aspects.


<PAGE>
         Heated  Hearth  Screens.  Designer  Appliances  intends to develop  and
market  designer,  heated hearth  screens using chrome and glass in  conjunction
with a flat heating element to offer background convection heat when the fire is
not being  used.  The  concept of heated  hearth  screen may also be expanded to
encompass a space heater product in the future.

MARKETING

         Designer  Appliances  intends image promote and accelerate  early sales
through public  relations and  advertising in life style  magazines in different
media and geographic  locations.

         Designer  Appliances  intends to operate directly in the United Kingdom
with its own sales team and through  selected mail order means.  Established and
known distribution networks have been identified to expand this activity through
Europe. In North America, an appliance  distribution company has been identified
that  distributes  appliances  and  designer  goods,  such  as  Fendi  products.
Principles  of an  agreement  with the  North  American  distributor  have  been
reached,  but no  relationship  has been  formalized.  Management  believes that
contracts  may  be  finalized  when  production  and  payment  schedules  can be
predicted with reasonable  certainty.  These  distributors  will likely purchase
products and bear all costs of sales and distribution in their territories.

     Designer  Appliances, in conjunction with Torbay Holdings, Inc., intends to
develop an Internet Web site for purposes of advertising the Company's products.
Additionally,  Torbay  Holdings,  Inc. maintains an Internet Web Site located at
www.Torbayholdingsinc.net  to  market  the  Company's business activities and to
solicit  responses  to  a survey that the Company is conducting as to the extent
and  impact  of  computer related injuries. Following a review of the success of
the  Website  in  directing  traffic from commercially interested parties to the
Company's  products,  the  Company  transferred  its web site  to  a  new  host,
Cenicola-Helvin  Enterprises, in preparedness for carrying out direct e-commerce
activities  to  include  sales  of  the  Quill  computer  mouse  and  software.

MAJOR COMPETITORS

     Designer  Appliances  believes,  in  the  area  of  its  domestic appliance
products (excluding the computer mouse) that there is no single major competitor
in  the  United  Kingdom  and  Europe  competing  in  the upscale small domestic
appliance  sector.  Designer  Appliances  is  not  aware  of  a  competitor  who
manufactures  and  sells  a  vacuum  cleaner  protected by a similar design. See
"Trademarks"  herein. Designer Appliances is not aware of a competitor who sells
a  vacuum  cleaner  that converts to a piece of furniture when it is not in use.

     Competition  in  the  computer  mouse product sector is typically global by
most  product  providers.  Major players in the computer mouse supply sector may
include,  but  not be limited to, Logitech, Kensington and Microsoft all of whom
offer  global  ergonomic  mouse  product  supplies.  In  terms  of  market
differentiation,  the  Company  is  the  only  provider,  to its knowledge, of a
biomechanical  mouse product. The company has also applied for a registration of
its  unregistered  trademark  "Biomechanical  Computer  Mouse"  in  addition  to
registrations  for  "Quill"  and "E-Quill-Liberator" trademarks for its computer
mouse  and  associated  software,  respectively.
<PAGE>
PATENTS AND TRADEMARKS
<TABLE>
<CAPTION>
         The  British  Patent  Office  has  granted  the  following  Design  and
Trademark registrations made by Designer Appliances:
<S>                                                        <C>
Telstar I vacuum cleaner design protection     British design registration no.    2066378
The name "Telstar"                             British trademark registration no. 2209241
The name "Sputnik"                             British trademark registration no. 2209243

The tabletop design for the Telstar II,
Sputnik or Telestar Space Station              British design registration no.    2082459
The combined vacuum and table product          British design registration no.    2085669
The "Mistral" table top fan design             British design registration no.    2066377
The name "Mistral"                             British trademark registration no. 2209473
The name " Wurlitzer"                          British trademark no.              2209244
UK Patent Grant; Hand Held Manipulation
     Device eg Computer Mouse or Joy Stick     British patent no                BG2328496


US Patent and Trademark Office
--------------------------------
Trademark "Quill"                              US trademark application No.     78/103878
Trademark "E-Quill-Liberator"                  US trademark application No.     78/105096
Trademark "Biomechanical Computer Mouse"       US trademark application No.     78/105097

</TABLE>


EMPLOYEES

     Torbay  Holdings has two  full-time employees and two part-time employees,
including  its  executive  officers,  neither  of  which  have formal employment
agreements  with  the  Company.

RECENT SUBSEQUENT EVENTS

     Whereas  the Company had a loan outstanding in the amount of $100,000 owed
to  The  Bonaccorde  Trust  and  had  66,667 warrants outstanding exercisable at
$1.50,  on  March 21, 2002 the Company entered into an agreement to convert such
loan  and warrants into 833,333 shares of the Company's restricted common stock.
Such  shares were valued at a 20% discount to the closing price of the Company's
common  stock  on  March  21,  2002.

     On  March 26, 2002, Gordon Lane, the Chairman of the Company, having loaned
the  Company  an  amount  of $35,647 through that date, converted this loan into
297,063  shares  of  the  Company's  restricted  common stock. Additionally, the
Company's  President, Thomas Large, purchased from the Company 333,333 shares of
the  Company's  restricted  common  stock  for  an  aggregate  price of $40,000.

      On March 26, 2002 Colin Peter Gervaise-Brazier resigned from his position
as a director of the  Company.

      On  April 16, 2002 the Company entered into a manufacturing agreement with
Dynapoint,  Inc., a manufacturer and OEM supplier of computer input devices. The
agreement  covers the production of 3 left-handed and 3 right-handed versions of
the  Quill(TM)  and  software to include a 15 min break in 2 hours of operation.

<PAGE>
                                  RISK  FACTORS

         An investment in our common stock is speculative in nature and involves
a high degree of risk. You should carefully consider the following risks and the
other  information contained in this report. The price of our common stock could
decline  due  to  any  of  these  risks,  and you could lose all or part of your
investment.  You  also  should  refer  to the other information included in this
report,  including  the  financial  statements  and  related  notes  thereto. In
addition,  the  risks  described  below are not the only ones facing us. We have
described  only the risks we consider material. However, there may be additional
risks  that  we  view  as  not  material or of which we are not presently aware.

         If  any  of  the  events  described  below were to occur, our business,
prospects,  financial  condition  or results of operations or cash flow could be
materially  adversely  affected. When we say that something could or will have a
material adverse effect on it, we mean that it could or will have one or more of
these  effects.

Special  note  regarding  forward-looking  statements

         This  report  may  contain  certain  forward-looking  statements  and
information  relating to us that are based on beliefs and its principals as well
as  assumptions  made  by  and  information  currently  available to them. These
statements include, among other things, the discussions of our business strategy
and  expectations  concerning  our market position, future operations, expansion
opportunities,  and  profitability.  When  used  in  these  documents, the words
"anticipate,"  "feel," "believe," "estimate," "expect," "plan," and "intend" and
similar  expressions,  as  they  relate to us or our principals, are intended to
identify forward-looking statements. Such statements reflect the current view of
respecting  future  events  and are subject to certain risks, uncertainties, and
assumptions,  including  the  meaningful  and  important risks and uncertainties
noted,  particularly those related to our operations, results of operations, and
growth  strategy,  liquidity, competitive factors and pricing pressures, changes
in  legal  and  regulatory  requirements, general economic conditions, and other
factors  described  in  this  report.

WE  HAD  LOSSES  IN  THE  FISCAL  YEARS  ENDED  DECEMBER 31, 2001.

     We  had  a net loss of $418,184 for the fiscal year ended December 31,2001.
Our  operations  are  subject  to  the  risks  and  competition  inherent in the
establishment  of  a  business enterprise. There can be no assurance that future
operations  will  be  profitable. Revenues and profits, if any, will depend upon
various factors, including whether we will be able to manufacture and market our
appliance  and computer products. We may not achieve our business objectives and
the  failure  to  achieve  such  goals  would  have  an  adverse  impact  on us.


WE  WILL  NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF
WE  ARE  UNABLE  TO  SECURE  SUCH  FINANCING,  WE MAY NOT BE ABLE TO SUPPORT OUR
OPERATIONS.

     Future  events,  including  the problems, delays, expenses and difficulties
frequently  encountered by companies, may lead to cost increases that could make
our  funds,  if  any,  insufficient  to  support  our  operations.  We  may seek
additional  capital, including an offering of our equity securities, an offering
of  debt  securities  or  obtaining financing through a bank or other entity. We
have  not  established a limit as to the amount of debt we may incur nor have we
adopted  a  ratio  of  our  equity  to  a  debt  allowance. If we need to obtain
additional  financing,  there  is  no assurance that financing will be available
from  any  source,  that it will be available on terms acceptable to us, or that
any  future  offering  of securities will be successful. If additional funds are
raised  through  the  issuance  of equity securities, there may be a significant
dilution  in  the value of our outstanding common stock. We could suffer adverse
consequences  if  we  are  unable  to  obtain  additional  capital  when needed.

<PAGE>
THE  EVENTS  OF SEPTEMBER 11TH HAVE RESULTED IN INCREASED UNCERTAINTY REGARDING
THE  ECONOMIC  OUTLOOK.

     The  terrorist  attacks  on  September  11,  2001  have  resulted
in  increased  uncertainty regarding the economic outlook. It is not possible at
this  time  to  project  the  economic  impact  of  these  events, although past
experience  suggests there may be a loss in consumer and business confidence and
a  reduction  in  the rate of economic growth or an economic recession. With the
U.S.  economy  already  on the edge of recession before the attacks, any further
deterioration  in  either  the  U.S.  or international economies would adversely
affect  our  financial  condition  and  results  of  operations.


THE  LOSS  OF  OUR  KEY  EMPLOYEES  MAY  ADVERSELY AFFECT OUR GROWTH OBJECTIVES.

         Our success in achieving our growth objectives depends upon the efforts
of  our top management team including the efforts of Messrs. Large and Lane. The
loss  of the services of either of these individuals may have a material adverse
effect  on  our  business, financial condition and results of operations. We can
give  no  assurance  that  we  will  be  able to maintain and achieve our growth
objectives  should  we  lose  any  or  all  of  these  individuals'  services.

MANY  OF  OUR  COMPETITORS  ARE  LARGER  AND  HAVE  GREATER  FINANCIAL AND OTHER
RESOURCES  THAN  WE  DO  AND  THOSE ADVANTAGES COULD MAKE IT DIFFICULT FOR US TO
COMPETE  WITH  THEM.

     The  general  appliances  industry  is  competitive  as well as the general
computer  products industry which includes several companies which have achieved
substantially  greater  market  share  than  we  have, and have longer operating
histories,  have  larger  customer  bases, have substantially greater financial,
development  and  marketing  resources  than  we  do.  If overall demand for our
products  does  not  develop or, once developed, if it should decrease, it could
have  a  material  adversely  affect  on  our  operating  results.

SPECULATIVE NATURE OF APPLIANCE INDUSTRY.

     In the household appliances and furnishings industry the commercial success
of  any product is often dependent on factors beyond the control of the company,
including  but  not  limited  to  market  acceptance  and retailers' prominently
shelving  and  selling  the  products.  Torbay  may  experience substantial cost
overruns  in  manufacturing  and  marketing  its  products,  and  may  not  have
sufficient  capital to successfully complete any of its projects. Torbay may not
be  able  to  manufacture or market its products because of industry conditions,
general  economic conditions, competition from existing or new manufacturers and
distributors,  or  lack  of  acceptance  for its products by consumers or retail
outlets.  Torbay  may also incur uninsured losses for liabilities which arise in
the  ordinary  course  of  business  in the manufacturing industry, or which are
unforeseen,  including  but  not  limited  to  trademark  infringement,  product
liability,  and  employment  liability.  See  "BUSINESS."

TORBAY HAS A LIMITED ADVERTISING BUDGET.

     Goods  aimed  at a luxury market are often marketed through the media which
may  result  in  high  advertising  costs.  Torbay  may  not  have the resources
available  to  purchase enough media exposure to find a market for its products.

TORBAY IS DEPENDANT ON RETAIL OUTLETS.

     Torbay  intends  to  market its products through upscale department stores,
boutiques  and designer outlets. Torbay does not currently have any arrangements
or  agreements  with  any such stores to carry its products once produced. There
can  be  no assurance that Torbay will be able to locate retail outlets to stock
the  its  products,  what  shelving  space  prominence  those  outlets will give
Torbay's  products,  or  whether  the  Company's  products will be given a lower
profile  in  the  future.

TRADEMARK PROTECTION AND PROPRIETARY MARKS.

     Notwithstanding  the  pending  registration of certain trade names with the
US  Trademark  Office, and the grant of a Patent and Trade marks by the British
Patent Office, there is no assurance that Torbay will be able to enforce against
use  of any of its marks or patents. There is also no assurance that Torbay will
be  able  to  prevent  competitors  from using the same or similar names, marks,
concepts  or  appearances or that it will have the financial resources necessary
to  protect  its  marks  against  infringing  use.

<PAGE>
WE  MAY,  IN THE FUTURE, ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WHICH WOULD
REDUCE  INVESTORS  PERCENT  OF  OWNERSHIP  AND  MAY  DILUTE  OUR  SHARE  VALUE.

         Our Certificate of Incorporation authorizes the issuance of 100,000,000
shares  of  common  stock,  par value $.0001 per share, and 20,000,000 shares of
preferred  stock, par value $.0001 per share. The future issuance of all or part
of  our  remaining authorized common stock may result in substantial dilution in
the  percentage  of  our common stock held by our then existing shareholders. We
may  value  any  common  or preferred stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate  actions  may have the effect of diluting the value of the shares held
by our investors, and might have an adverse effect on any trading market for our
common  stock.


SHARES  ELIGIBLE  FOR  FUTURE  SALE  MAY  ADVERSELY  AFFECT  THE  MARKET.

     As of April 24, 2002, the Company had 16,461,000 shares of its Common Stock
issued  and  outstanding  11,311,000  of  which  the  Company  believes  to  be
"restricted securities".  Rule  144 provides, in essence, that a person holding
"restricted  securities"  for a period of one year may sell only an amount every
three  months  equal to the greater of (a) one percent of a company's issued and
outstanding  shares,  or  (b) the average weekly volume of sales during the four
calendar weeks preceding the sale. The amount of "restricted securities" which a
person  who is not an affiliate of our company may sell is not so limited, since
non-affiliates  may  sell  without  volume  limitation their shares held for two
years  if  there is adequate current public information available concerning our
company. In such an event, "restricted securities" would be eligible for sale to
the  public  at an earlier date. The sale in the public market of such shares of
Common  Stock may adversely affect prevailing market prices of our Common Stock.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO
SO  IN THE FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE
AN  ECONOMIC  GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE
MARKET  PRICE  OF  OUR  COMMON  STOCK.

         We have never paid, and have no intentions in the foreseeable future to
pay, any cash dividends on our common stock. Therefore an investor in our common
stock,  in  all  likelihood, will only realize a profit on his investment if the
market  price  of  our  common  stock  increases  in  value.

THE  APPLICATION  OF  THE  "PENNY  STOCK  REGULATION" COULD ADVERSELY AFFECT THE
MARKET  PRICE  OF  OUR  COMMON  STOCK

         Our  securities may be deemed a penny stock. Penny stocks generally are
equity  securities  with  a  price  of  less  than  $5.00  per  share other than
securities  registered on certain national securities exchanges or quoted on the
NASDAQ  Stock  Market,  provided  that current price and volume information with
respect  to  transactions  in  such  securities  is  provided by the exchange or
system.  Our  securities  may  be  subject  to  "penny  stock rules" that impose
additional  sales  practice  requirements  on  broker-dealers  who  sell  such
securities  to persons other than established customers and accredited investors
(generally  those with assets in excess of $1,000,000 or annual income exceeding
$200,000  or  $300,000  together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the  purchase  of  such  securities  and  have  received the purchaser's written
consent  to  the  transaction  prior  to  the  purchase.  Additionally,  for any
transaction  involving  a  penny  stock,  unless exempt, the "penny stock rules"
require  the  delivery,  prior  to  the  transaction,  of  a disclosure schedule
prescribed  by  the  Commission  relating  to  the  penny  stock  market.  The
broker-dealer  also  must  disclose  the  commissions  payable  to  both  the
broker-dealer  and  the registered representative and current quotations for the
securities.  Finally,  monthly  statements  must be sent disclosing recent price
information  on  the  limited  market  in penny stocks. Consequently, the "penny
stock  rules"  may restrict the ability of broker-dealers to sell our securities
and  may have the effect of reducing the level of trading activity of our common
stock  in  the secondary market. The foregoing required penny stock restrictions
will  not  apply to our securities if such securities maintain a market price of
$5.00 or greater. We can give no assurance that the price of our securities will
reach  or  maintain  such  a  level.
<PAGE>
UNCERTAINTY AS TO THE CONTINUATION OF TORBAY AS A GOING CONCERN

     The  audited  financial  statements  of  Torbay  for  the fiscal year ended
December  31,  2001,  reflect  an  accumulated  net  loss  of $418,184. These
conditions 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.

IN  THE  FUTURE,  THE  AUTHORIZATION  OF OUR PREFERRED STOCK MAY HAVE AN ADVERSE
EFFECT  ON  THE  RIGHTS  OF  HOLDERS  OF  OUR  COMMON  STOCK.

         We  may,  without further action or vote by our shareholders, designate
and  issue  additional shares of our preferred stock. The terms of any series of
preferred  stock,  which may include priority claims to assets and dividends and
special  voting  rights,  could  adversely  affect  the rights of holders of the
common  stock  and thereby reduce the value of the common stock. The designation
and  issuance of preferred stock favorable to current management or shareholders
could  make  the  possible  takeover of us or the removal of our management more
difficult  and  discharge  hostile  bids for control of us which bids might have
provided  shareholders  with  premiums  for  their  shares.

OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY AND HAVE INDEMNITY RIGHTS

     The  Certificate of Incorporation and By-Laws of Torbay provide that Torbay
indemnify  its  officers  and  directors against losses sustained or liabilities
incurred  which  arise  from  any  transaction  in  such officer's or director's
respective  managerial  capacity unless such officer or director violates a duty
of  loyalty,  did  not  act  in good faith, engaged in intentional misconduct or
knowingly  violated  the  law,  approved  an  improper  dividend,  or derived an
improper benefit from the transaction. Torbay's Certificate of Incorporation and
By-Laws also provide for the indemnification by it of its officers and directors
against  any  losses  or liabilities incurred as a result of the manner in which
such  officers  and  directors operate Torbay's business or conduct its internal
affairs,  provided  that  in  connection  with these activities they act in good
faith and in a manner which they reasonably believe to be in, or not opposed to,
the  best  interests  of  Torbay,  and  their  conduct does not constitute gross
negligence,  misconduct  or  breach  of  fiduciary  obligations.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

       The  Company's  officers  and directors reside outside the United States.
The  Company  anticipates that a substantial portion of the assets that
may  be  developed  or  acquired by it will be located outside the United States
and,  as  a  result,  it  may not be possible for investors to effect service of
process  within  the United States upon the officers or directors, or to enforce
against  Torbay's  assets  or  against such person judgements obtained in United
States  courts  predicated  upon the liability provisions, and most particularly
the  civil  liability  provisions, of the United States securities laws or state
corporation  or  other  law.

UNFORESEEN RISKS OF ACQUIRED COMPANIES

     Companies  that  may  be  acquired by Torbay or with which Torbay may enter
into  a  business  relationship  may  face  competition from more established or
better  financed  companies. In addition, any one or more of these companies may
produce  or  manufacture equipment, technology or other goods that pose inherent
risks  in  production  or  operation.  It  is  impossible to foresee these risks
herein,  but  Torbay  will consider such risks before entering into any business
combination.


ITEM 2.  DESCRIPTION OF PROPERTY

OFFICES/PROPERTY

         The Company operates out of an office space made  available at no cost
by Mr. A. G. Lane.  The address is 4 Mulford  Place,  Suite 2G,  Hempstead,  NY,
11550 and is to be the  registered  address of Torbay  Holdings Inc.  until such
time as permanent office facilities in the New York area can be acquired.

     Currently, Designer Appliances has no facilities as its employees work from
home.  On April 16, 2002 the Company contracted with Dynapoint, Inc., located in
California,  for  Dynapoint  to provide warehousing and logistics facilities for
the  Company's Quill product. We believe that our leased properties are adequate
for  our current and immediately foreseeable operating needs. We do not have any
policies  regarding  investments  in  real  estate, securities or other forms of
property.

ITEM 3.           LEGAL PROCEEDINGS

     As of the date of this Form 10-KSB, Torbay Holdings, Inc. is not a party to
any  litigation,  and  management  has no knowledge of any threatened or pending
litigation  against  Torbay  Holdings.



<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


                                     PART II

ITEM 5.  MARKET FOR TORBAY  HOLDINGS'  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
         MATTERS

         Torbay  Holdings' common stock was authorized to trade on December 23,
2000  on the  over-the-counter  market  with  quotations  available  on the  OTC
Electronic  Bulletin  Board under the symbol  "TRBY." No trades  occurred  until
January 3, 2001.

     The  following table sets forth the range of high and low bid quotations of
our  common  stock  for the periods indicated. The prices represent inter-dealer
quotations,  which  do not include retail markups, markdowns or commissions, and
may  not  represent  actual  transactions.



                                               HIGH         LOW
                                              -------      ------
YEAR  ENDED  DECEMBER  31,  2001

First Quarter                              $4.87            $4.00
Second  Quarter                            $4.62            $3.00
Third  Quarter                             $2.30            $0.25
Fourth  Quarter                            $0.50            $0.25



SECURITY  HOLDERS

     At April 12, 2002, there were 16,461,000 shares of Torbay Holdings' common
stock  outstanding, which were held of record by approximately 401 stockholders,
not including persons or entities who hold the stock in nominee or "street" name
through  various  brokerage  firms.

Dividends

         Torbay  Holdings has not paid a dividend since its  incorporation.  The
Board of Directors may consider the payment of cash  dividends,  dependent  upon
the results of  operations  and  financial  condition  of Torbay  Holdings,  tax
considerations,   industry  standards,   economic   considerations,   regulatory
restrictions,  general business factors and other  conditions.  Torbay Holdings'
ability to pay dividends may be dependent upon the dividend payments it receives
from Designer Appliances.

Recent Sale of Unregistered Securities

     During the fourth quarter for the fiscal year ended December 31, 2001, the
Company did not issue unregistered securities.


<PAGE>
ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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 one subsidiary,
Designer  Appliances  Ltd.,  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  subsidiary,  Designer  Appliances.

     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 definitive purchase agreement
with  two  individuals  who  held  the  intellectual property rights and a third
individual who was involved in the design drawings for the software and know-how
for  the  computer mouse product now referred to as the Quill (formally known as
the  "KAT").  Under  the terms of the agreement, the Company acquired all of the
sellers'  rights,  title  and  interests  in  the  KAT  in  exchange for 220,000
convertible  preferred  shares.  These shares will be convertible into 2,200,000
shares  of  common  stock upon the satisfaction of certain financial performance
requirements  under  the  agreement's  terms. Under this agreement an additional
200,000  convertible preferred shares are also to be issued if and when a patent
is granted which patent has been applied for. Such patent rights were granted in
January  2002.  These  additional  preferred  shares  are  convertible under the
identical  financial  performance  requirements. In the event that the financial
performance  requirements are not achieved within five years from the signing of
the agreement, then these preferred shares will convert on a 1:1 basis of common
stock.  As  of the date of this Report, none of the convertible preferred shares
have been  issued  by  the  Company.

     In  July  2001,  Torbay Holdings entered into an agreement with Multi-Media
Group,  Inc.  ("MMGI")  to  provide  corporate  promotional  services  to Torbay
Holdings and to assist with Torbay Holdings' marketing efforts. In consideration
for  the  provision of these future promotional services, Torbay Holdings issued
250,000 shares of common stock to MMGI in August 2001. Torbay Holdings will also
reimburse  MMGI for itemized and invoiced costs associated with the provision of
the  promotional  services.

     On  September  26,  2001, Torbay Holdings entered into a one-year Corporate
Financing  Consultancy  Agreement  with  Glenn  Michael  Financial  Inc.  to
specifically  assist  with  potential  financial  requirements,  mergers  and
acquisitions,  corporate  capitalization  and strategic development. The Company
agreed  to issue to Glenn Michael 500,000 shares of common stock valued at $.10
per  share  for  a  total  of  $50,000.

<PAGE>
RESULTS OF  OPERATIONS  FOR THE YEARS ENDED  DECEMBER  31, 2001 AND DECEMBER 31,
2000

     Torbay  Holdings  incurred  a  net  loss  of  $418,184,  or $0.03 per share
compared  to  a  net  loss  of  $420,265, or $0.08 per share, for the year ended
December  31,  2000. The decrease in net loss reflects the decrease in operating
expenses  over  the  prior period. Torbay Holdings did not generate any revenues
for  the year ended December 31, 2001 or for the period ended December 31, 2000.

     Torbay  Holdings' total operating expenses decreased $2,081 to $418,184 for
the year ended December 31, 2001 from $420,265 for the year ended December 31,
2000. This decrease in expenses is attributed primarily to a $58,680 decrease in
professional  fees  and  a  $41,907  decrease  in  other  selling,  general  and
administrative  expenses.  The  decreases  in  operating expenses were partially
offset  by  a  $107,740  increase  in  director's  fees.

LIQUIDITY AND CAPITAL RESOURCES

         Torbay  Holdings,  including its subsidiary  Designer  Appliances,  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  (prior to becoming a  subsidiary)  for
payment  of  operating  costs to date.  Since  inception,  Torbay  Holdings  has
received an aggregate of $803,848 from the sale of its  securities  and $174,985
from loan proceeds. Designer Appliances issued promissory notes in an aggregate
amount of $161,650 for the cost of purchasing the  intellectual  property rights
to its  products,  which was repaid  in full  by  Torbay  Holdings  from
subscription proceeds in 1999.

     Torbay  Holdings  has  had  no  sales  and revenue. Since inception, Torbay
Holdings  and  its subsidiary Designer Appliances have focused on organizational
activities  and  research  and  development  of  Torbay  Holdings'  products and
marketing  strategies.  Management  estimates  that it will require between $0.5
million  and  $1.0  million for the calendar year 2002 to launch its 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 Designer Appliances 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 expenditure, 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 $6.2
million  for  this period. The acquisition of additional subsidiaries would also
require  additional  capital.

     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.

<PAGE>
ITEM 7. FINANCIAL STATEMENTS

         The consolidated  audited financial statements for the period ended
December 31, 2001 are included in this Annual Report on Form  10-KSB following
Item 13.


ITEM 8. CHANGES AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE

         None.


                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS OF TORBAY
        HOLDINGS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

     The  table  below  sets  forth  certain  information with respect to Torbay
Holdings'  directors  and  executive officers as of April 12, 2002. On March 26,
2002  Colin  Peter  Gervaise-Brazier  resigned  as a  director  of  the Company.


        Name                            Position
-------------------------       -----------------------

Alexander Gordon Lane           Chairman, Director and acting Secretary

William Thomas Large            Chief Executive Officer, President and Director

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  are elected. Officers are elected to serve, subject to
the  discretion of the Board of Directors, until their successors are appointed.
Directors do not receive cash compensation for their services to Torbay Holdings
as  directors,  but  are reimbursed for expenses actually incurred in connection
with  attending  meetings  of  the  Board  of  Directors.

         Alexander Gordon Lane, 59, Secretary and a Director of Torbay Holdings,
has served in such capacities  since October 1999. Mr. Lane has been a Financial
Consultant  since 1998 and continues in such capacity.  Mr. Lane has been in the
financial  services  business for over 30 years. From 1976 to 1983 he served as
Treasurer of Grindlays Bank PLCC, New York, and in 1983 he was a founding member
of International  Money Brokers which was acquired by Traditional North America.
From 1993 to 1998, he was a principal of Intercontinental Exchange Partners, New
York, as a capital  markets broker in the interest and foreign  exchange  areas.
Mr. Lane has an aeronautics degree from Wandsworth Technical College in London.

<PAGE>
         William  Thomas  Large,  46,  has been  President  and Chief  Executive
Officer  since  September  2000 and a  Director  of  Torbay  Holdings  and Chief
Executive  Officer of Designer  Appliances since October 1998. From October 1996
until October 1998, Mr. Large was Chairman,  Chief Executive Officer, a Director
and a major  stockholder  of DeltaTheta  Ltd., a heating and cooling  technology
company in Cheshire, England. From February 1997 until September 1999, Mr. Large
also  served as a director of  DeltaMonitor  Ltd, a medical  devices  company in
Cheshire,  England. From December 1996 until June 1997, Mr. Large also served as
a director of  SoundAlert  Ltd, a company that  manufactured  emergency  vehicle
sirens.  From  September  1994  until  July 1996,  Mr.  Large was a Director  of
AromaScan  plc, a publicly  listed  instrumentation  and  technology  company in
Cheshire,  England. Mr. Large graduated from Manchester Metropolitan University,
in Manchester, England, and is the author or co-author of eight articles and two
books relating to biochemical analysis.



ITEM 10.          EXECUTIVE COMPENSATION


SALARY COMPENSATION

     Mr.  Lane  currently  receives no salary from Torbay Holdings, but received
adhoc  out  of  pocket  expenses in the approximate amount of $11,000 for 2001
associated  with  the  use  of  his offices as temporary office space for Torbay
Holdings  and  for  the  use of an automobile. Mr. Lane will receive a salary of
$80,000  per  year  upon  receipt  of  funding  of  the  company's  business
plan.

     Mr.  Large's  salary  is  $90,000 per year of which Mr. Large received
adhoc  payments and expenses of $19,461.50 for 2001. In 2001 the Company issued
2,200,000  shares  of the Company's common stock valued at $.10 per share to Mr.
Large.  The  Company  also  paid  to  Mr. Large $30,815 in the form of Director
compensation. Mr. Large is eligible for a performance bonus of up to 100% of his
base  salary.

     The  following  table  sets  forth  cash  and non cash compensation for the
fiscal  year  ended  December  31,  2001  awarded  to  or  earned by
William  Thomas  Large,  President,  Chief Executive Officer and Director and by
Alexander  Gordon  Lane,  Chairman,  Director  and Secretary.

                Summary Compensation Table Annual Compensation
           -----------------------------------------------------------

Name and Principal                                               All Other
Positions                         Year   Salary($)  Bonus($)   Compensation($)
------------------------------   ------  ---------------------------------------

William Thomas Large              2001     (1)      --          --
Chief Executive Officer

Alexander Gordon Lane
Chairman and Secretary            2001      0       --          --

-----------------------------

(1)  Mr.  Large is eligible for a performance-related bonus of up to 100% of his
     annual  salary. In 2001 the Company issued 2,200,000 shares of common stock
     valued  at  $.10  per  share  to  Mr.  Large.  The Company also paid to Mr.
     Large $30,815  in  the  form  of  Directors  compensation.
<PAGE>
EMPLOYMENT AGREEMENTS

         Torbay Holdings has not entered into any employment agreements with its
executive  officers or other  employees to date.  Torbay Holdings may enter into
employment agreements with them in the future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         PRINCIPAL SHAREHOLDERS OF TORBAY HOLDINGS

     The  following  table sets forth certain information as of the date of this
Report  regarding  the  beneficial ownership of our common stock held by each of
our  executive  officers  and directors, individually and as a group and by each
person  who  beneficially owns in excess of five percent of the common stock. In
general,  beneficial ownership includes those shares that a person has the power
to  vote,  sell,  or  otherwise dispose. Beneficial ownership also includes that
number  of  shares,  which an individual has the right to acquire within 60 days
(such as stock options) of the date this table was prepared. Two or more persons
may be considered the beneficial owner of the same shares. In this Annual Report
on  Form  10-KSB,  "voting  power"  is the power to vote or direct the voting of
shares,  and  "investment  power"  includes  the  power to dispose or direct the
disposition  of  shares.  The  inclusion  in  this  section of any shares deemed
beneficially owned does not constitute an admission by that person of beneficial
ownership  of  those  shares.

<TABLE>
<CAPTION>

                                                Amount and Nature       Percent
                                                      Of                  of
                             Position with        Beneficial            Common
Stock Name and Address      Torbay Holdings       Ownership (1)       Outstanding (1)
-----------------------------------------------------------------------------------------
<S>                               <C>                  <C>                 <C>

Alexander Gordon Lane          Secretary, Director    430,000               2.6%
4 Milford Place
Hempstead, New York 11550

William Thomas Large            President, Chief    7,815,000(2)           47.5%
c/o 91 Tulip Avenue             Executive Officer
 Lily Building., Apt. A4        and Director
Floral Park, NY 11001

All Directors and Executive Officers                8,245,000(2)             50%
as a Group (2 persons)
 ----------------------------------
</TABLE>

(1)Based upon 16,461,000 shares outstanding as of April 24, 2002.

(2)Includes 120,000 shares of common stock owned by Mr. Large's minor children.
   Such figure does not include 333,333 shares of common stock purchased by
   Mr. Large which shares have not yet been issued to him.

<PAGE>

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED TRANSACTIONS

         Pursuant to a Deed of Assignment  of  Intellectual  Property  Rights by
William Thomas Large to Designer  Appliances Ltd. dated June 10, 1999, Mr. Large
assigned all of his right, title and interest in and to the design rights to the
vacuum cleaner products,  toaster,  fan, kettle,  space heater and heated hearth
screen   products  now  being   developed  by  Torbay   Holdings.   Mr.  Large's
consideration  for the  assignment  consisted  of  20,000  shares  of  Series  1
Convertible  Preferred Stock of Torbay Holdings,  valued at (pound) 20,000,  and
(pound)50,000  in cash to be paid  within  six  months of the date  thereof.  At
December 31, 2000,  Designer  Appliances  owed no further  consideration  of the
(pound) 50,000 to Mr. Large.  The terms of the assignment were not the result of
arms-length negotiations.

     Gordon  Lane,  the Chairman of the Company, having loaned to the Company an
amount  of  $35,647  as  of the date of this Report, on March 26, 2002 converted
such  loan  in  297,063  shares  of  the  Company's  restricted  common  stock.
Additionally,  the Company's President, Thomas Large, purchased from the Company
333,333  shares  of  the  Company's  restricted  common  stock  for an aggregate
purchase  price  of  $40,000.


     In  2001 the Company issued 2,200,000 shares of its common stock, valued at
$.10  per share, to Mr. Large. The Company also paid to Mr. Large $30,815 in the
form  of  Director's  compensation.

<PAGE>

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K


         (a)      Exhibits.  The  following  exhibits are either  filed as part
of this report or are  incorporated herein by reference:


2.1      Agreement  and  Plan  of  Merger  between  Torbay  Acquisition
         Corporation  and  Torbay  Holdings, Inc.(1)

3.1      Certificate of Incorporation of Torbay Holdings, Inc., as amended(1)

3.2      By-Laws of Torbay Holdings, Inc.(1)

4.1      Certificate  of  Designation  with respect to Series 1  Convertible
         Preferred Stock of Torbay Holdings, Inc.(1)

4.2      Form of Common Stock Certificate(2)

10.1     Deed of  Assignment  of  Intellectual  Property  Rights by W.  Thomas
         Large to Designer Appliances Ltd. dated June 10, 1999(3)

10.2     Agreement among Michael Beard,  3T Designs Ltd. and Designer
         Appliances Ltd. dated June 12, 1999 with respect to registered and
         unregistered design rights (2)

10.3     Manufacturing Agreement between the Company and Dynapoint, Inc. dated
         April 16, 2002(4)

10.4     Intellectual Property Rights Purchase Agreement dated
         July 12, 2001 (4)

10.5     Patent Assignment Agreement relating to "Fatigue Relief" dated
         July 12, 2001.(4)
----------------------------------
(1)  Incorporated  herein  by reference to the Current Report on Form 8-K, filed
     with  the  Securities  and  Exchange  Commission  on  November  12,  1999.

(2)  Incorporated herein by reference to the Registration Statement on Form SB-2
     (Registration  No.  333-93847),  filed  with  the  Securities  and Exchange
     Commission  on  December  30,  1999.

(3)  Incorporated  herein  by reference to Amendment No. 1 to the Current Report
     on Form 8-K/A, filed with the Securities and Exchange Commission on January
     10,  2000.

(4)  Incorporated by reference to the Company's Form 10-KSB filed with the
     Commission on April 29, 2002

<PAGE>
         (b)      Reports on Form 8-K.

         The Company did not file a Current Report on Form 8-K for the fourth
quarter of the fiscal year ended December 31, 2001.


         This Form 10-KSB contains certain forward looking statements consisting
of estimates with respect to the financial condition,  results of operations and
business of Torbay  Holdings,  Inc.  that are subject to various  factors  which
could cause actual  results to differ  materially  from these  estimates.  These
factors  include:  changes in general,  economic and market  conditions,  or the
development of an adverse interest rate  environment that adversely  affects the
interest  rate  spread  or  other  income   anticipated  from  Torbay  Holdings'
operations and investments.
<PAGE>








                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001





<PAGE>



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



                                    CONTENTS
                                    --------


PAGE     1     INDEPENDENT  AUDITORS'  REPORT

PAGE     2     CONSOLIDATED  BALANCE  SHEET  AS  OF  DECEMBER  31,  2001

PAGE     3     CONSOLIDATED  STATEMENTS  OF  OPERATIONS  AND  OTHER
               COMPREHENSIVE  INCOME  (LOSS)  FOR  THE  YEARS  ENDED
               DECEMBER  31,  2001  AND  2000  AND  FOR  THE  PERIOD  FROM
               MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2001

PAGES  4 - 5   CONSOLIDATED  STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'
               EQUITY  (DEFICIENCY)  FOR  THE  PERIOD  FROM  MARCH  24,  1999
              (INCEPTION) TO DECEMBER 31, 2001

PAGE     6     CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR  THE  YEARS
               ENDED  DECEMBER  31,  2001  AND  2000  AND  FOR  THE  PERIOD
               FROM MARCH 24, 1999 (INCEPTION) TO 2001

PAGES  7 - 17  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  AS  OF
               DECEMBER 31, 2001


<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To  the  Board  of  Directors  of:
Torbay  Holdings,  Inc.  and  Subsidiary
(A  Development  Stage  Company)

We  have audited the accompanying consolidated balance sheet of Torbay Holdings,
Inc.  and  Subsidiary  (a development stage company) as of December 31, 2001 and
the related consolidated statements of operations and other comprehensive income
(loss),  changes  in  stockholders'  equity  (deficiency) and cash flows for the
years  ended  December  31, 2001 and 2000 and for the period from March 24, 1999
(inception)  to  December  31,  2001.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the financial position of Torbay Holdings, Inc.
and  Subsidiary  (a  development stage company) as of December 31, 2001, and the
results  of  their  operations and their cash flows for the years ended December
31, 2001 and 2000 and for the period from March 24, 1999 (inception) to December
31,  2001,  in  conformity  with accounting principles generally accepted in the
United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  As discussed in Note 10 to
the  consolidated  financial  statements,  the Company has accumulated losses of
$1,463,501  since  inception,  a  working  capital  deficiency of $222,552 and a
stockholders'  deficiency  of  $370,537.  These  factors raise substantial doubt
about its ability to continue as a going concern.  Management's plans concerning
this  matter  are  also  described  in  Note  10.  The accompanying consolidated
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


WEINBERG  &  COMPANY,  P.A.

Boca  Raton,  Florida
April  18,  2002


<PAGE>

                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2001
                             -----------------------
<TABLE>
<CAPTION>
                                                     ASSETS
                                                     ------
<S>                                                                                                       <C>
CURRENT  ASSETS

Cash                                                                                                       $45
                                                                                                   ------------
Total Current Assets                                                                                        45
                                                                                                   ------------

PROPERTY AND EQUIPMENT - NET                                                                             1,015
                                                                                                   ------------


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

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

                           LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                           ----------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses                                                              $   179,647
Loans payable - stockholders                                                                            24,985
Obligations under capital lease                                                                         14,351
Short-term loans                                                                                         3,614
                                                                                                   ------------
Total Current Liabilities                                                                              222,597
                                                                                                   ------------

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

TOTAL LIABILITIES                                                                                      372,597
                                                                                                   ------------

PREFERRED STOCK TO BE ISSUED (220,000 SHARES)                                                           22,000
                                                                                                   ------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.0001 par value, 20,000,000 shares authorized                                              -
Common stock, $.0001 par value, 100,000,000 shares authorized, 16,400,000 issued and outstanding         1,640
Common stock to be issued (500,000 shares)                                                                  50
Additional paid-in capital                                                                           1,128,326
Accumulated deficit during development stage                                                        (1,463,501)
Accumulated other comprehensive income                                                                     448
Deferred consulting expense                                                                            (37,500)
                                                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                                        (370,537)
                                                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                     $    24,060
------------------------------------------------                                                   ============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                        2
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
                            COMPREHENSIVE INCOME (LOSS)
                            ---------------------------

<TABLE>
<CAPTION>

                                            For The Year   For The Year  March 24, 1999
                                                 Ended       Ended      (Inception) to
                                             December 31,  December 31,  December 31,
                                                 2001         2000          2001
                                             ------------  -----------  ------------
<S>                                                <C>           <C>          <C>
INCOME                                       $         -   $        -   $         -
                                             ------------  -----------  ------------

EXPENSES
Directors fees and compensation                  250,815      143,075       396,990
Professional fees                                 62,812      121,492       280,581
Consulting fees                                   37,500       52,926       289,404
Depreciation and amortization                        334       10,710        41,866
Loss from impairment of intangible assets              -            -       247,325
Other selling, general and administrative         50,155       92,062       190,767
Loss on disposal of fixed assets                  16,568            -        16,568
                                             ------------  -----------  ------------

NET LOSS                                        (418,184)    (420,265)   (1,463,501)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss)           1,457       (2,135)          448
                                             ------------  -----------  ------------

COMPREHENSIVE LOSS                           $  (416,727)  $ (422,400)  $(1,463,053)
--------------------                         ============  ===========  ============

NET LOSS PER SHARE - BASIC AND DILUTED       $     (0.03)  $    (0.08)  $     (0.23)
                                             ============  ===========  ============
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD - BASIC AND
 DILUTED                                      11,982,993    5,153,279     6,440,498
                                             ============  ===========  ============

</TABLE>
          See accompanying notes to consolidated financial statements.
                                        3


<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                       FOR THE PERIOD FROM MARCH 24, 1999
                        (INCEPTION) TO DECEMBER 31, 2001
                        --------------------------------

<TABLE>
<CAPTION>
                                                                                     Deficit
                     Preferred Stock      Common Stock      Common Stock   Additional Accumulated Accumulated
                                                           To Be Issued    Paid-in    During       Other       Deferred
                                                                                    Development Comprehensive   Consulting
                   Shares    Amount    Shares    Amount   Shares   Amount   Capital    Stage    Income (Loss)   Expense    Total
                  --------  --------  -------   -------  -------  -------  --------   -------  --------------  ---------  -------
<S>                 <C>       <C>        <C>       <C>    <C>       <C>      <C>       <C>          <C>          <C>       <C>

Issuance of common
stock to founder       -    $   -    5,000,000   $ 500      -     $    -    $   -     $   -      $    -        $   -      $   500

Cancellation of
original founder
shares                 -        -   (5,000,000)   (500)     -          -        -         -           -           -         (500)

Issuance of
Preferred stock
for acquisition
of subsidiary    700,000       70         -        -        -         -      31,098       -           -           -        31,168

stock for cash and
subscriptions          -        -    4,850,000     485      -         -      599,515      -           -           -       600,000

Issuance of common
stock in connection
with merger            -        -      250,000      25      -         -        343        -           -           -           368

Foreign currency
translation gain       -        -         -          -      -         -          -        -          1,126        -         1,126

Net loss for the
period from March 24,
1999 (inception) to
December 31, 1999      -        -         -          -      -         -           -    (625,052)      -           -      (625,052)
                   --------  --------  -------   -------  -------  -------  --------   ----------  -----------  -------- ---------

Balance, December
31, 1999          700,000     $ 70    5,100,000   $ 510      -        -     630,956   $(625,052)   $  1,126       -          7,610

Issuance of
common stock            -        -       50,000      5      -         -           -       -           -           -              5

Issuance of common
stock for cash          -        -    1,200,000    120      -         -     144,860       -           -           -         144,980

Uncollected
subscriptions
receivable              -        -            -       -     -         -     (1,505)       -           -           -         (1,505)

Foreign currency
translation loss        -        -            -       -     -         -          -        -        (2,135)        -         (2,135)

Net loss for the
year ended December
31, 2000                -         -           -        -    -         -          -      (420,265)     -           -       (420,265)
                    --------  --------  -------   -------  -------  -------  --------   ----------  -----------  -------- ---------

Balance, December
31, 2000            700,000       70    6,350,000   635     -          -      774,311   (1,045,317)  (1,009)      -       (271,310)


</TABLE>

          See accompanying notes to consolidated financial statements.


                                        4
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
       FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2001
       -------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                     Deficit
                   Preferred Stock      Common Stock      Common Stock   Additional Accumulated Accumulated
                                                           To Be Issued    Paid-in    During       Other       Deferred
                                                                                    Development Comprehensive   Consulting
                  Shares    Amount    Shares    Amount   Shares   Amount   Capital    Stage    Income (Loss)   Expense    Total
                  --------  --------  -------   -------  -------  -------  --------   -------  --------------  ---------  -------
<S>                 <C>       <C>        <C>       <C>    <C>       <C>      <C>       <C>          <C>          <C>       <C>

Issuance of common
stock for
compensation and
services               -        -     2,450,000      245    -         -     244,755        -          -             -      245,000

Issuance of common
Stock for cash         -        -      600,000        60    -         -      59,940        -          -             -        60,000

Preferred stock
converted to
common stock    (700,000)     (70)    7,000,000      700    -         -        (630)       -          -              -          -

Common stock
to be issued for
consulting services     -        -         -           -    500,000  50      49,950        -          -         (37,500)     12,500

Foreign currency
translation gain        -        -         -           -     -        -          -         -        1,457            -        1,457

Net loss for the
year ended December
31, 2001                -        -         -           -     -        -          -     (418,184)      -              -    (418,184)
                   --------  --------  -------   -------  -------  -------  --------   ----------  -----------  -------- ---------

BALANCE,
DECEMBER 31, 2001       -   $    -    16,400,000  $1,640  500,000   $  50   1,128,326  $(1,463,501)  $   448    (37,500)  (370,537)
                   ========  ========  ========= ======== =======  =======  ========= ============= ========== ========= =========

</TABLE>
          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>
                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
<TABLE>
<CAPTION>

                                                                                                     March 24, 1999
                                                                             Year Ended  Year Ended  (Inception) to
                                                                            December 31, December 31, December 31,
                                                                                2001        2000          2001
                                                                             ----------  ----------  ------------
<S>                                                                               <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $(418,184)  $(420,265)  $(1,463,501)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                      334      10,710        41,866
Stock issued for services and compensation                                     257,500           -       257,500
Option deposit charged to operations                                                 -      15,000        15,000
Loss on disposal of fixed assets                                                16,568           -        16,568
Loss on impaired assets                                                              -           -       247,325
(Increase) decrease in:
Attorney's escrow                                                                    -       1,631             -
Accounts receivable                                                                  -         441             -
Increase (decrease) in:
Accounts payable and accrued expenses                                           56,618      58,065       179,646
                                                                             ----------  ----------  ------------
Net Cash Used In Operating Activities                                          (87,164)   (334,418)     (705,596)
                                                                             ----------  ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits                                                                             -      (1,000)      (16,000)
Purchase of property and equipment                                                   -           -        (5,931)
                                                                             ----------  ----------  ------------
Net Cash Used In Investing Activities                                                -      (1,000)      (21,931)
                                                                             ----------  ----------  ------------



CASH FLOWS FROM FINANCING ACTIVITIES:
Obligations (payments) under capital leases                                     (3,077)     (9,960)      (15,691)
Proceeds from issuance of common stock                                          60,000     144,980       753,848
Short-term loans                                                                 3,614           -         3,614
Subscriptions receivable                                                             -      50,000        50,000
Due to related party                                                                 -     (12,932)      (81,987)
Due to creditors                                                                     -           -      (161,650)
Proceeds from loans payable - stockholders                                      10,785      14,200        24,985
Proceeds from issuance of notes and loans payable                                    -     150,000       150,000
                                                                             ----------  ----------  ------------
Net Cash Provided By Financing Activities                                       71,322     336,288       723,119
                                                                             ----------  ----------  ------------


EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          2,387         940         4,453
                                                                             ----------  ----------  ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               (13,455)      1,810            45

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                              $  13,500   $  11,690   $         -
                                                                             ----------  ----------  ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                    $      45   $  13,500   $        45
------------------------------------------                                   ==========  ==========  ============

Cash paid during the period for:
Interest                                                                     $   1,082   $   3,453   $     5,499
                                                                             =========== ==========  ============
</TABLE>

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

In  July 2001, the Company acquired intellectual property rights in exchange for
220,000  Series  1  Convertible  Preferred  Shares  valued  at  $22,000.

During  2001,  the  Company  terminated  a capital lease for an automobile which
resulted  in  a decrease in equipment and capital lease liability of $26,534 and
$9,966,  respectively,  which  resulted  in  a  loss  on  disposal  of  $16,568.

          See accompanying notes to consolidated financial statements.
                                        6
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

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

(A)  ORGANIZATION  AND  BUSINESS  OPERATIONS
--------------------------------------------

Torbay  Holdings, Inc. (a development stage company) ("THI") was incorporated in
Delaware  under  the name Acropolis Acquisition Corporation on March 24, 1999 to
serve  as  a  vehicle  to  effect  a  merger,  exchange  of capital stock, asset
acquisition,  or  other  business combination with a domestic or foreign private
business.

In  July  1999, THI effected an Agreement and Plan of Reorganization whereby THI
acquired  all  of  the  issued and outstanding securities of Designer Appliances
Limited  ("DAL"),  a United Kingdom Corporation, in exchange for an aggregate of
700,000  shares  of the Company's Series 1 Convertible Preferred Stock (See Note
9(A)).  As  a  result  of the agreement, DAL became a wholly owned subsidiary of
the  Company.  DAL  has  developed  and  intends  to market household appliances
designed  to  be  attractive  to  a  premium,  upscale  market.

THI  and  DAL  are  herein  referred  to  as  (the  "Company").

On October 26, 1999, the Company entered into and consummated a merger agreement
whereby  the  Company  acquired all of the outstanding shares of common stock of
Torbay  Acquisition  Corp.  ("TAC") in exchange for 250,000 shares of its common
stock.  The  acquisition  was  accounted  for  using  the  purchase  method  of
accounting.  At  the  time  of  the  merger  TAC  was an inactive Delaware shell
corporation  and  a reporting company under the Securities Exchange Act of 1934,
as  amended.  The  Company  remained  as  the  surviving  entity  and became the
successor  issuer pursuant to rule 12g-3(a) of the General Rules and Regulations
of  the  Securities  and  Exchange  Commission.

(B)  PRINCIPLES  OF  CONSOLIDATION
----------------------------------

The  accompanying  consolidated financial statements include the accounts of the
Company  and  its  wholly  owned  active  subsidiary  DAL.  All  significant
intercompany  transactions  and  balances have been eliminated in consolidation.

(C)  BASIS  OF  PRESENTATION
----------------------------

The  financial  statements are prepared in accordance with accounting principles
generally  accepted  in  the  United States of America.  The basis of accounting
differs  from  that used in the United Kingdom statutory financial statements of
DAL.  Adjustments  are  made  to translate the statutory financial statements of
DAL  to conform to accounting principles generally accepted in the United States
of  America.  The  financial  statements are expressed in United States dollars.
The  functional  currency of DAL is the British pound sterling (See Note 1 (J)).


                                        7
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------
(D)  USE  OF  ESTIMATES
-----------------------

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

(E)  CASH  AND  CASH  EQUIVALENTS
---------------------------------

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  investments  purchased with an original maturity of three months or less
to  be  cash  equivalents.

(F)  PROPERTY  AND  EQUIPMENT
-----------------------------

Property  and  equipment  are  stated  at  cost,  less accumulated depreciation.
Expenditures  for  maintenance  and  repairs are charged to expense as incurred.
Depreciation  for  office equipment is provided using a declining balance method
over  the  estimated  useful  lives  of  the  assets  of  four  years.

(G)  LONG-LIVED  ASSETS
-----------------------

Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment  of  Long-lived  Assets  to be Disposed Of"  (SFAS 121") requires the
Company  to  review long-lived assets and certain identifiable assets related to
those  assets  for  impairment whenever circumstances and situations change such
that there is an indication that the carrying amounts may not be recoverable. If
the  undiscounted  future  cash  flows  of  the  enterprise  are less than their
carrying  amounts,  their  carrying  amounts  are  reduced  to fair value and an
impairment  loss  is  recognized.

(H)  INCOME  TAXES
------------------

The  Company  accounts  for income taxes under the Financial Accounting Standard
Board  Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for
Income  Taxes"  ("Statement 109").  Under Statement 109, deferred tax assets and
liabilities  are  recognized  for  the  future  tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their  respective  tax  basis.  Deferred  tax  assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.  Under  Statement 109, the effect on deferred tax assets
and  liabilities  of a change in tax rates is recognized in income in the period
that  includes  the  enactment  date.
                                        8
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

(I)  RECENT  ACCOUNTING  PRONOUNCEMENTS
---------------------------------------

The  Financial  Accounting  Standards  Board  has  recently  issued  several new
Statements  of  Financial  Accounting  Standards.  Statement  No. 141, "Business
Combinations"  supersedes  APB  Opinion  16  and various related pronouncements.
Pursuant  to  the  new  guidance in Statement No. 141, all business combinations
must  be  accounted  for  under  the  purchase  method  of  accounting;  the
pooling-of-interests  method  is no longer permitted.  SFAS 141 also establishes
new  rules  concerning  the  recognition of goodwill and other intangible assets
arising  in  a  purchase  business  combination  and requires disclosure of more
information  concerning  a  business  combination  in  the period in which it is
completed.  This  statement  is  generally  effective  for business combinations
initiated  on  or  after  July  1,  2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes APB Opinion
17  and  related  interpretations.  Statement  No.  142 establishes new rules on
accounting  for  the acquisition of intangible assets not acquired in a business
combination and the manner in which goodwill and all other intangibles should be
accounted  for subsequent to their initial recognition in a business combination
accounted  for under SFAS No. 141.  Under SFAS No. 142, intangible assets should
be recorded at fair value.  Intangible assets with finite useful lives should be
amortized  over  such  period  and  those  with  indefinite  lives should not be
amortized.  All intangible assets being amortized as well as those that are not,
are  both  subject  to  review  for  potential  impairment  under  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of".  SFAS No. 142 also requires that goodwill arising in a business
combination  should not be amortized but is subject to impairment testing at the
reporting  unit  level  to which the goodwill was assigned to at the date of the
business  combination.

SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 and
must  be  applied  as  of  the  beginning of such year to all goodwill and other
intangible assets that have already been recorded in the balance sheet as of the
first  day  in  which SFAS No. 142 is initially applied, regardless of when such
assets  were  acquired.  Goodwill  acquired  in  a  business  combination  whose
acquisition  date  is  on  or  after  July 1, 2001, should not be amortized, but
should be reviewed for impairment pursuant to SFAS No. 121, even though SFAS No.
142  has  not  yet  been  adopted.  However, previously acquired goodwill should
continue  to  be  amortized  until  SFAS  No.  142  is  first  adopted.

Statement  No.  143  "Accounting  for  Asset Retirement Obligations" establishes
standards  for the initial measurement and subsequent accounting for obligations
associated  with  the sale, abandonment, or other type of disposal of long-lived
tangible  assets  arising  from  the  acquisition,  construction, or development
and/or  normal  operation  of such assets.  SFAS No. 143 is effective for fiscal
years  beginning  after  June  15,  2002,  with  earlier application encouraged.

                                        9
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

The  adoption  of  these  pronouncements  will not have a material effect on the
Company's  financial  position  or  results  of  operations.

(J)  FOREIGN  CURRENCY  TRANSLATION
-----------------------------------

The  functional  currency  of  DAL  is  the  British  pound sterling.  Financial
statements for this entity are translated into United States dollars at year-end
exchange  rates as to assets and liabilities and weighted average exchange rates
as  to  revenues  and  expenses.  Capital  accounts  are  translated  at  their
historical  exchange  rates  when  the  capital  transactions occurred (See Note
1(K)).

(K)  COMPREHENSIVE  INCOME  (LOSS)
----------------------------------

The  Company  accounts  for  Comprehensive  Income  (Loss)  under  the Financial
Accounting  Standards Board Statement of Financial Accounting Standards No. 130,
"Reporting  Comprehensive  Income"  ("Statement  No.  130").  Statement  No. 130
establishes  standards for reporting and the display of comprehensive income and
its  components,  and is effective for fiscal years beginning after December 15,
1997.

The  foreign currency translation gain (loss) (See Note 1(J)) resulting from the
translation  of  the  financial  statements  of  DAL, expressed in British pound
sterling,  to  United  States dollars are reported as Other Comprehensive Income
(Loss)  in  the  Statement  of Operations and as Accumulated Other Comprehensive
Income  (Loss)  in  Stockholders'  Equity  (Deficiency)  and in the Statement of
Changes  in  Stockholders'  Equity  (Deficiency).

(L)  LOSS  PER  SHARE
---------------------

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

NOTE  2     STOCK  SUBSCRIPTION  RECEIVABLE
-------

On  July  23,  1999,  the Company issued 4,850,000 common shared to individuals.
The  Company  had  received $598,500 ($495,700 through the attorney's escrow and
$102,800  directly)  towards  this  issuance and the remaining $1,500 was deemed
uncollectable  at  December  31, 2000, and charged to additional paid-in capital
(See  Note  9(B)).

NOTE  3     PROPERTY  AND  EQUIPMENT
-------

Property  and  equipment  at  December  31,  2001  consists  of  the  following:

                                       10
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------


           Office equipment                 $     2,060
           Less Accumulated depreciation          1,045
                                            -----------
                                            $     1,015
                                            ===========

Depreciation  expense for the year ended December 31, 2001 and 2000 was $334 and
$10,710,  respectively.

NOTE  4     INTANGIBLE  ASSETS  AND  IMPAIRMENT  LOSS
-------     -----------------------------------------

In  June  1999,  DAL,  which  was  not a subsidiary of the Company at that time,
entered  into  an  agreement  for  the purchase of all interests relating to the
registered  and  unregistered  design  rights  of  certain  products.  The total
purchase price paid was $161,650, represented by a promissory note issued to the
seller  by  DAL and acquired by the Company in the acquisition discussed in Note
1(A).  The  note  was  paid  in its entirety prior to December 31, 1999, and the
rights  have  been  assigned  to  the  Company.

On  June  10, 1999, DAL, which was not a subsidiary of the Company at that time,
entered  into an agreement with a related party for the purchase of intellectual
property  rights for certain products. The total purchase price for these rights
was  $113,155,  which  represented  the original cost basis to the seller party.
DAL  issued 20,000 shares of its common stock valued at $31,168 based on the par
value,  since  no  other  basis for valuation existed, and a note payable in the
amount  of $81,987 to the seller.  Pursuant to the acquisition discussed in Note
1(A),  the  Company acquired the note payable (which was paid in its entirety at
December  31,  2000)  and  issued preferred stock in exchange for the $31,168 of
common  stock  (See  Note  9(A)).

The  cost  of  the  above  design  rights  and intellectual property rights were
capitalized  as purchased research and development and were being amortized over
a five-year period.  Amortization expense for the period ended December 31, 1999
was  $27,481.  On  December  31,  1999, the Company evaluated the realization of
these  assets in accordance with SFAS 121 and wrote down the assets to their net
realizable  value  of  zero.  The write-down is reflected as an impaired loss of
$247,325  in  1999.

NOTE  5     LOANS  PAYABLE  -  STOCKHOLDERS
-------

The  Company  has  received  advances aggregating $24,985 from stockholders that
provided funding for working capital requirements used to pay operating expenses
incurred  by  the  Company.  The  advances  are  non-interest bearing and due on
demand.

NOTE  6     NOTES  AND  LOANS  PAYABLE
-------

The  following  schedule  reflects notes and loans payable at December 31, 2001:

                                       11
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------
<TABLE>
<CAPTION>
<S>  <C>
      Loan payable, non-interest bearing (See Note 9(E) for warrants issued in
       lieu of interest),  convertible to shares of common stock at $1.50 per
       share, unsecured, due by March 30, 2003 (See Note 11)                    $     100,000


      Note payable, non-interest bearing (See Note 9(E) for warrants issued in
        lieu of interest),  convertible to shares of common stock at $1.50 per
        share, unsecured, due by March 23, 2003                                        50,000
                                                                                --------------
                       Total - All Long-Term                                    $     150,000
                                                                                ==============
</TABLE>
NOTE  7     INCOME  TAXES
-------

The  American parent company and its United Kingdom subsidiary file separate tax
returns.  Income tax expense (benefit) for the years ended December 31, 2001 and
2000  is  summarized  as  follows:

                             2001       2000
                          -----------  ----------
Current:
        Federal            $     -          -
        State                    -          -
        Foreign                  -          -

Deferred:
        Federal and state        -          -
        Foreign                  -          -
                           ----------  ----------
        Income tax expense
          (benefit)         $     -     $   -
                           ==========  ==========

The parent company's tax expense differs from the "expected" tax expense for the
years  ended  December  31,  2001  and  2000  (computed by applying U.S. Federal
Corporate  tax  rate  of  34  percent  to  income  before  taxes),  as  follows:

                                                        2001          2000
                                                   -------------  -------------

 Computed "expected" tax expense (benefit)          $  (46,283)     $  (67,980)
 Effect of unused net operating loss carryforwards      46,283          67,980
                                                   -------------  -------------
                                                    $        -      $        -
                                                   =============  =============
The  tax effects of temporary differences that give rise to significant portions
of  deferred  tax  assets  at  December  31,  2001  are  as  follows:

                                       12
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

                                                        2001          2000
                                                  --------------   ------------
          Deferred  tax  assets:
            Net operating loss carryforwards        $   173,067     $   126,784
                                                  --------------   ------------

            Total gross deferred tax assets            173,067         126,784
            Less valuation allowance                  (173,067)       (126,784)
                                                  --------------   ------------
           Net deferred tax asset                   $        -      $        -

At  December  31, 2001, the parent company had a net operating loss carryforward
of  approximately  $509,000  for income tax purposes, available to offset future
taxable  income expiring on various dates through 2021.  The valuation allowance
at  December  31,  2000 was $126,784.  The net change in the valuation allowance
during  the  year  ended  December  31,  2001  was  an  increase  of  $46,283.

The United Kingdom subsidiary has also incurred substantial net operating losses
which  result in no income tax expense or (benefit) for the years ended December
31,  2001  and 2000.  The subsidiary's available net operating loss carryforward
of  approximately $488,100 results in a deferred tax asset of $146,430 (computed
by applying the United Kingdom tax rate of 30%) which has been fully offset by a
valuation  allowance.

NOTE  8     COMMITMENTS  AND  CONTINGENCIES
-------

(A)  CAPITAL  LEASE  AGREEMENT
------------------------------

The  Company  leased  a vehicle under a capital lease.  The agreement stipulated
monthly  installment payments for a 36-month period commencing in September 1999
with the last payment including a balloon payment due in 2002.  During 2001, the
lease  was  terminated  and  the Company returned the vehicle to the lessor.  At
December  31,  2001, there was a remaining unpaid balance of $14,351 due on this
lease  which  was  subsequently  paid  off  by the Company and a director of the
Company  in  2002.

(B)  OPERATING  LEASE  AGREEMENTS
---------------------------------

The  Company  leases  a  vehicle  under  an  operating  lease.  This lease has a
remaining  term  expiring  in  September  2002.

Future  minimum lease payments under operating leases are as follows at December
31:
               2002     $     6,610
                              =====
                                       13
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

(C)  ACQUISITION  OF  INTANGIBLE  ASSETS  AGREEMENT
---------------------------------------------------

In July 2001, the Company entered into a purchase agreement with two individuals
who  hold  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.  As of December 31, 2001, the preferred shares have not been
issued  by  the  Company,  but  will  be  issued  in April 2002 (See Note 9(B)).

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 will be issued in April 2002 (See Note 11).

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 December 31, 2001, as the Company has not yet commenced
production  of  the  QUILL  (See  Note  11).

(D)  SERVICE  AND  CONSULTING  AGREEMENTS
-----------------------------------------

In July 2001, the Company entered into an agreement with Multi-Media Group, Inc.
("MMGI")  to  provide  corporate  promotional  services  to  the  Company.  In
consideration  for  the  provision  of  these  promotional services, the Company
issued  250,000  shares  of common stock to MMGI in August 2001 (See Note 9(C)).
The  Company will also reimburse MMGI for itemized and invoiced costs associated
with  the  provision  of  the  promotional  services.

On  September  26, 2001, the Company entered into a one-year corporate financing
consultancy  agreement with Glenn Michael Financial, Inc. to specifically assist
with  potential  financial  requirements,  mergers  and  acquisitions, corporate
capitalization  and  strategic  development.  For  these  future  services Glenn
Michael  Financial,  Inc.  will receive 500,000 shares of common stock valued at
$0.10  per share for a total of $50,000.  Certificates for these shares were not
physically  issued  by  the  Company  until  April  2002  (See  Note  9(D)).

                                       14
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

NOTE  9     STOCKHOLDERS'  DEFICIENCY
-------

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

The  Company  is  authorized  to  issue  20,000,000 shares of preferred stock at
$.0001  par  value,  with  such  designations,  voting  and  other  rights  and
preferences  as  may  be determined from time to time by the Board of Directors.

The  Company  designated  700,000  shares  of  its  preferred stock as "Series 1
Convertible  Preferred  Stock".  The  par  value of the series was $.0001.  Each
preferred  share was convertible into ten shares of common stock of the Company.
Each  share  of  the  Series  1 stock was entitled to one vote on all matters on
which  such stockholders were lawfully entitled to vote and were not entitled to
receive  dividends.

In  July  1999,  the  Company  issued  700,000  shares  of  Series 1 Convertible
Preferred  Stock  valued  at  $31,168  pursuant  to  an  Agreement  and  Plan of
Reorganization  with  Designer  Appliances  Limited  (See  Notes  1(A)  and  4).

In May 2001, the 700,000 shares of preferred stock were converted into 7,000,000
shares  of  common  stock  at  par  value.

(B)  PREFERRED  STOCK  TO  BE  ISSUED
-------------------------------------

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 8(C)).
These  shares  were approved by the Board of Directors and issued by the Company
on  April  22,  2002  and  are reflected in the mezzanine section of the balance
sheet  as  Series  1  Convertible  Preferred  Stock  to  be  issued.

(C)  COMMON  STOCK
------------------

The  Company is authorized to issue 100,000,000 shares of common stock at $.0001
par  value.  The  Company  originally  issued  5,000,000  shares  to TPG Capital
Corporation  in  exchange  for  $500.  They  later  cancelled  those  shares.

On July 23, 1999, the Company issued 4,850,000 shares of common stock to various
parties  for  gross proceeds of $600,000.  At December 31, 2000, the Company had
received  funds  of  $598,500  towards  the  stock  issuance.  The  remaining
subscription  receivable  of $1,500 has been deemed uncollectable and charged to
additional  paid-in  capital.

On  October  26,  1999, the Company issued 250,000 shares of its common stock to
TPG  Capital  Corporation  in connection with the merger with Torbay Acquisition
Corp.  (See  Note  1(A)).
During  2000,  the  Company  issued  50,000  shares  at  par  value  to  various
stockholders  under  a  subscription  agreement.

                                       15
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

Effective December 31, 2000, the Company issued 1,200,000 shares of common stock
for  cash  in the aggregate of $144,980.  Certificates for these shares were not
physically  issued  by  the  Company  until  January  2,  2001.

During  2001,  the  Company  issued  2,200,000 common shares valued at $0.10 per
share  for  executive compensation and 250,000 common shares valued at $0.10 per
share  for  services  (See  Note 8(D)).  The aggregate value of these shares was
$245,000.

In  August 2001, the Company issued 600,000 shares of restricted common stock at
$0.10  per  share  for  a  total  proceeds  of  $60,000.

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

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 (See Note 8(D)).  These common
shares  were  issued in April 2002 and are reflected in the financial statements
as common stock to be issued.  The cost of the agreement is being amortized over
its  one-year  life and the unamortized portion has been deferred and shown as a
contra  to  stockholders'  deficiency.

(E)  WARRANTS
-------------

In  Connection  with  the $100,000 loan (See Note 6), the Company issued 100,000
warrants,  which  are  convertible  at  the rate of one warrant per one share of
common  stock  at  an  exercise  price  of  $1.75  per  share.

In  Connection  with  the  $50,000  note (See Note 6), the Company issued 50,000
warrants,  which  are  convertible  into  50,000  shares  of  common stock at an
exercise  price  of  $1.75  per  share.

NOTE  10     GOING  CONCERN
--------     --------------

As  reflected  in  the  accompanying  financial  statements,  the  Company  has
accumulated  losses  of $1,463,501 since inception, a working capital deficiency
of  $222,552  and  a  stockholders'  deficiency of $370,537.  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.


                                       16
<PAGE>
                        TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                             -----------------------

Management's  plans  include obtaining an open line of credit for which they are
currently  in  active  negotiations  with  several  financing  institutions  and
commencing  production  and  sales  of  the  QUILL computer mouse (See Note 11).

NOTE  11     SUBSEQUENT  EVENTS
--------     ------------------

In  January  2002, the Company received approval for its request for a patent on
the  QUILL.  Pursuant  to  the agreement referred to in Note 8(C), an additional
200,000  Series  1  convertible  preferred  shares  were  issued  in April 2002.

In  March  2002,  the $100,000 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  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  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.  The agreement
does  not  indicate  when  shipments  are  scheduled to commence, but management
estimates  that  production  should  begin at the end of July 2002 and shipments
will  be  made  during  August  2002.


                                       17
<PAGE>

SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



Dated: August 22, 2002
                                   TORBAY HOLDINGS, INC.

                                    By:   /s/ William Thomas Large
                                         ---------------------------
                                        President and Chief Executive Officer
                                        Principal Executive Officer and
                                        Principal Accounting Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
<S>                                <C>                                  <C>
Name                               Title                                Date
----                               -----                                ----


/s/ Alexander Gordon Lane         Chairman, Secretary and a Director    August 22, 2002
--------------------------------
Alexander Gordon Lane

/s/ William Thomas Large          President, Chief Executive Officer    August 22, 2002
--------------------------------  and Director
William Thomas Large

</TABLE>