SecProbe.io

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Mail Stop 0510

						February 25, 2005

By U.S. Mail and facsimile to (212)688-7273

Mr. William Thomas Large
President and Chief Executive Officer
Torbay Holdings, Inc.
140 Old Country Road, Suite 205
Mineola, New York   11501

Re:	Torbay Holdings, Inc.
	Registration Statement on Form SB-2
	File No. 333-122773

Dear Mr. Large:
	This is to advise you that we reviewed only those portions of
the above registration statement relating to the selling
shareholder
and related information.  We have the following comments in that
regard.  No further review of the registration statement has been
nor
will be made.  All persons who are by statute responsible for the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required pursuant to the Securities
Act
of 1933 has been included.  You are also reminded to consider
applicable requirements regarding distribution of the preliminary
prospectus.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus Cover Page

1. Identify the selling security holder in this offering and
include
a cross-reference to a detailed discussion of the transaction
pursuant to which the selling security holder acquired the shares.
Appropriate disclosure should be reflected in the discussion of
"Security Ownership of Certain Beneficial Owners and Management"
and
elsewhere if appropriate.  The discussion should include the:

* identity of the person(s) from whom the securities were
acquired,
* date of the transaction,
* consideration paid by the selling security holder in this
offering,
* manner in which the purchase price was determined,
* exemption from registration under the Securities Act of 1933
claimed, and
* principles relied upon in claiming the exemption from
registration.

Selling Stockholders, page 37

2. Provide the information required by Item 507 of Regulation S-B.
This discussion should include:

* the name of the selling security holder,
* any position, office, or other material relationship which the
selling security holder has had within the past three years with
the
registrant or any of its predecessors or affiliates,
* the amount of securities of the class owned by the security
holder
before the offering,
* the amount to be offered for the security holder`s account, and
* the amount and (if one percent or more) the percentage of the
class
to be owned by such security holder after the offering is
complete.

Plan of Distribution, page 37

3. Tell us supplementally whether the selling security holder is a
broker-dealer or an affiliate of a broker-dealer.  If a selling
security holder is a broker-dealer, the prospectus should state
that
the seller is an underwriter.  If  a selling security holders is
an
affiliate of a broker-dealer, provide the following
representations
in the prospectus:  (1) the seller purchased in the ordinary
course
of business, and (2) at the time of the purchase of the securities
to
be resold, the seller had no agreements or understandings,
directly
or indirectly, with any person to distribute the securities.  If
you
are unable to make those representations in the prospectus, state
that the seller is an underwriter.

Signatures

4. The amended registration statement should also be signed by the
registrant`s principal accounting officer or controller whose
title
should be shown on the signature page.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information investors require for an informed
decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Pleas allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Dorine H. Miller, Examiner at (202) 942-1949
or
me at (202)942-1950 with any questions.

							Sincerely,

							Pamela A. Long
							Assistant Director

cc:	Darren Ofsink, Esq.
	Guzov Ofsink Flink, LLC
	600 Madison Avenue, 14th Floor
	New York, New York 10022
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Mr. William Thomas Large
Torbay Holdings, Inc.
February 25, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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