SecProbe.io

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Mail Stop 0510

						May 13, 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.
	Amendment No. 1 to Registration Statement on Form SB-2
	Filed on:  May 9, 2005
	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 additional 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. Please disclose why the 1,388,889 shares of common stock the
registrant is obligated to issue to Nutmeg Group, LLC ("Nutmeg")
were
not issued prior to filing this resale prospectus.  Discuss the
material terms of the subscription agreement that governs the sale
of
these shares to Nutmeg.  Tell us why you believe it is appropriate
to
register the resale of the shares at this time, given that they
have
not been issued.  We may have additional comments upon review of
your
response.
2. Describe Nutmeg in greater detail as a principal stockholder
under
the caption "Security Holders" on page 40 or elsewhere as
appropriate.
Identify the natural person(s) who exercise voting and/or
investment
power over the securities held by Nutmeg.  See Rule 13d-3 of  the
Securities Exchange Act  of 1934.

      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.
May 13, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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