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

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 1, 2006


                              Torbay Holdings, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                     0-25417                 52-2143186
----------------------------     -----------------------      ------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
       of incorporation)                                     Identification No.)


140 Old Country Road, Suite 205, Mineola, New York                       11501
--------------------------------------------------                    ----------
     (Address of principal executive offices)                         (Zip Code)


        Registrant's telephone number, including area code: (516)747-5955


                                      N/A
           ----------------------------------------------------------
           (Former Name and Address if Changed since the last Report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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<PAGE>

ITEM 4.01  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
---------  ----------------------------------------------

      On May 1, 2006, Torbay Holdings, Inc. (the "Company") dismissed Weinberg &
Company,  P.A.  ("Weinberg")  as its independent  accountant.  Weinberg had been
previously engaged as the principal  accountant to audit the Company's financial
statements.  The reason for the termination was that the Company desires to work
with an auditor in closer geographic proximity to the Company.

      Weinberg's audit opinions on the financial statements of the Company as of
December  31, 2004 and December 31, 2005 and for the fiscal years then ended did
not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or
modified as to  uncertainty,  audit scope or  accounting  principles,  except as
follows:

      In the audit  opinion on the  financial  statements  of the  Company as of
December  31, 2004 and for the years ended  December  31, 2003 and  December 31,
2004 Weinberg stated:

"The accompanying  consolidated financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 12 to
the consolidated financial statements, the Company has a net loss of $1,127,727,
a negative cash flow from operations of $143,705,  a working capital  deficiency
of $461,294 and a  stockholders'  deficiency  of $329,416.  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 12. The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty."

In the audit opinion on the  financial  statements of the Company as of December
31,  2005 and for the years  ended  December  31,  2004 and  December  31,  2005
Weinberg stated:

"The accompanying  consolidated financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 12 to
the consolidated financial statements, the Company has a net loss of $555,070, a
negative cash flow from operations of $341,959,  a working capital deficiency of
$296,250  and a  stockholders'  deficiency  of  $208,578.  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 12. The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty."

      The decision to change  accountants was approved by the Company's Board of
Directors.

      From  December 31, 2003 through the date of filing of this Current  Report
on Form 8-K, there were no disagreements between the Company and Weinberg on any
matter of accounting  principles or practices,  financial statement  disclosure,
auditing  scope,  or  procedure,  which  disagreements,  if not  resolved to the
satisfaction of Weinberg,  would have caused it to make reference to the subject
matter of the disagreement in connection with its reports.


<PAGE>

      In Item 8A of our  Annual  Report  on Form  10-KSB  we made the  following
statement as a result of being  informed by Weinberg in March 2004 that internal
controls  necessary  for us to develop  reliable  financial  statements  did not
exist:

"Significant  Deficiencies  In  Disclosure  Controls And  Procedures Or Internal
Controls

      Our independent auditors identified that we had not recorded the financial
statement  effect of the issuance of  20,500,000  warrants in December  2004. We
therefore subsequently recorded a financing expense related to such issuance. In
addition,  our independent auditors identified that our accounts receivable were
overstated at December 31, 2004. Our independent  auditors discussed this matter
with our  Chief  Financial  Officer  and other  members  of  management,  and we
subsequently reevaluated the accounts receivable and recorded an adjustment. The
auditors believe that this adjustment reflected a significant  deficiency in our
accounting   systems.   This  deficiency  would  have  resulted  in  a  material
misstatement  to the financial  statements for the year ended December 31, 2004.
We are taking  corrective action to enhance our accounting  systems.  We believe
that the significant deficiency will be resolved."

      We believe that the corrective action referred to above has been taken and
that internal controls  necessary to develop reliable  financials  statements of
the Company currently exist.

      On May 1, 2006,  the  Company  retained  Holtz  Rubinstein  Reminick,  LLP
("HRR") as its new  independent  accountant.  HRR is located at 125 Baylis Road,
Melville, New York 11747-3823.


ITEM 9.01         EXHIBITS.
---------         ---------

(c)   The following exhibit is filed herewith:

16.1  Letter dated May 1, 2006 from the Company to Weinberg;


<PAGE>

                                   Signatures
                                   ----------


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        By: /s/ William Thomas Large
                                        -----------------------------------
                                        Name:  William Thomas Large
                                        Title: Chief Executive Officer

Date: May 5, 2006
{"company-data": {"conformed-name": "TORBAY HOLDINGS INC", "cik": "0001078724", "assigned-sic": "3580", "irs-number": "980213494", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25417", "film-number": "06812749"}, "business-address": {"street1": "140 OLD COUNTRY ROAD", "street2": "SUITE 205", "city": "MINEOLA", "state": "NY", "zip": "11501", "phone": "5167475955"}, "mail-address": {"street1": "140 OLD COUNTRY ROAD", "street2": "ST 295", "city": "MINEOLA", "state": "NY", "zip": "11501"}, "former-company": {"former-conformed-name": "TORBAY ACQUISITION CORP", "date-changed": "19990208"}}
================================================================================

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

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 1, 2006

                              Torbay Holdings, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                     0-25417                 52-2143186
----------------------------     -----------------------      ------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
       of incorporation)                                     Identification No.)

140 Old Country Road, Suite 205, Mineola, New York                       11501
--------------------------------------------------                    ----------
     (Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code: (516)747-5955

                                      N/A
           ----------------------------------------------------------
           (Former Name and Address if Changed since the last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
ITEM 4.01  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
---------  ----------------------------------------------

      On May 1, 2006, Torbay Holdings, Inc. (the "Company") dismissed Weinberg &
Company,  P.A.  ("Weinberg")  as its independent  accountant.  Weinberg had been
previously engaged as the principal  accountant to audit the Company's financial
statements.  The reason for the termination was that the Company desires to work
with an auditor in closer geographic proximity to the Company.

      Weinberg's audit opinions on the financial statements of the Company as of
December  31, 2004 and December 31, 2005 and for the fiscal years then ended did
not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or
modified as to  uncertainty,  audit scope or  accounting  principles,  except as
follows:

      In the audit  opinion on the  financial  statements  of the  Company as of
December  31, 2004 and for the years ended  December  31, 2003 and  December 31,
2004 Weinberg stated:

"The accompanying  consolidated financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 12 to
the consolidated financial statements, the Company has a net loss of $1,127,727,
a negative cash flow from operations of $143,705,  a working capital  deficiency
of $461,294 and a  stockholders'  deficiency  of $329,416.  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 12. The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty."

In the audit opinion on the  financial  statements of the Company as of December
31,  2005 and for the years  ended  December  31,  2004 and  December  31,  2005
Weinberg stated:

"The accompanying  consolidated financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 12 to
the consolidated financial statements, the Company has a net loss of $555,070, a
negative cash flow from operations of $341,959,  a working capital deficiency of
$296,250  and a  stockholders'  deficiency  of  $208,578.  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 12. The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty."

      The decision to change  accountants was approved by the Company's Board of
Directors.

      From  December 31, 2003 through the date of filing of this Current  Report
on Form 8-K, there were no disagreements between the Company and Weinberg on any
matter of accounting  principles or practices,  financial statement  disclosure,
auditing  scope,  or  procedure,  which  disagreements,  if not  resolved to the
satisfaction of Weinberg,  would have caused it to make reference to the subject
matter of the disagreement in connection with its reports.
In Item 8A of our  Annual  Report  on Form  10-KSB  we made the  following
statement as a result of being  informed by Weinberg in March 2004 that internal
controls  necessary  for us to develop  reliable  financial  statements  did not
exist:

"Significant  Deficiencies  In  Disclosure  Controls And  Procedures Or Internal
Controls

      Our independent auditors identified that we had not recorded the financial
statement  effect of the issuance of  20,500,000  warrants in December  2004. We
therefore subsequently recorded a financing expense related to such issuance. In
addition,  our independent auditors identified that our accounts receivable were
overstated at December 31, 2004. Our independent  auditors discussed this matter
with our  Chief  Financial  Officer  and other  members  of  management,  and we
subsequently reevaluated the accounts receivable and recorded an adjustment. The
auditors believe that this adjustment reflected a significant  deficiency in our
accounting   systems.   This  deficiency  would  have  resulted  in  a  material
misstatement  to the financial  statements for the year ended December 31, 2004.
We are taking  corrective action to enhance our accounting  systems.  We believe
that the significant deficiency will be resolved."

      We believe that the corrective action referred to above has been taken and
that internal controls  necessary to develop reliable  financials  statements of
the Company currently exist.

      On May 1, 2006,  the  Company  retained  Holtz  Rubinstein  Reminick,  LLP
("HRR") as its new  independent  accountant.  HRR is located at 125 Baylis Road,
Melville, New York 11747-3823.

ITEM 9.01         EXHIBITS.
---------         ---------

(c)   The following exhibit is filed herewith:

16.1  Letter dated May 1, 2006 from the Company to Weinberg;
Signatures
                                   ----------

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        By: /s/ William Thomas Large
                                        -----------------------------------
                                        Name:  William Thomas Large
                                        Title: Chief Executive Officer

Date: May 5, 2006