U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                                 AMENDMENT NO. 1
                                       to
                                   FORM 10-QSB


         (Mark One)
         [X] QUARTERLY  REPORT  UNDER  SECTION  13 OR  15(D)  OF THE  SECURITIES
             EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2000

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

         For the transition period from           to


                         Commission file number 0-25417

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

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

                         MAISON SAUMAREZ, ROUTE DE COBO
                    (Address of Principal Executive Offices)
                                011-44-1481-46044
                (Issuer's Telephone Number, Including Area Code)
                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

         Yes  X   No
             ---    ---

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

                                                           OUTSTANDING AT
                  CLASS                                      MAY 1, 2000
                  -----                                     -----------
         Common Stock, par value $.01                        5,100,000

         Transitional Small Business Disclosure Format (check one):

         Yes      No X
            ---     ---




<PAGE>

                              TORBAY HOLDINGS, INC.

                FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>
                                                                                                                  PAGE
                                                                                                                  ----
                                                                                                                <C>
Part I - FINANCIAL INFORMATION

Item 1.           Financial Statements............................................................................1

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.......................................................................6

Part II - OTHER INFORMATION

Item 1.           Legal Proceedings...............................................................................8

Item 2.           Changes in Securities and Use of Proceeds.......................................................8

Item 3.           Defaults Upon Senior Securities.................................................................8

Item 4.           Submission of Matters to a Vote of Security Holders.............................................8

Item 5.           Other Information...............................................................................8

Item 6.           Exhibits and Reports on Form 8-K................................................................8

Signatures........................................................................................................9

</TABLE>

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

Forward Looking Statements

         This Quarterly  Report on Form 10-QSB 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  discussed in Torbay  Holdings'  Registration  Statement on Form
SB-2 and in Torbay Holdings' Form 10-KSB for the year ended March 31, 1999 which
could cause actual results to differ materially from these estimates.

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



                                       ii

<PAGE>



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

<TABLE>
<CAPTION>
<S>                            <C>    <C>
               PAGE            1      INDEPENDENT ACCOUNTANTS' REPORT

               PAGE            2      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2000 AND DECEMBER 31, 1999

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

               PAGE            4      CONSOLIDATED  STATEMENTS  OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                      AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO MARCH 31, 2000

               PAGE            5      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2000
</TABLE>


<PAGE>



                    [LETTERHEAD OF WEINBERG & COMPANY, P.A.]



                         INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors of:
 Torbay Holdings, Inc.


We have reviewed the accompanying consolidated balance sheet of Torbay Holdings,
Inc. and Subsidiary (a  development  stage company) as of March 31, 2000 and the
related  consolidated  statements  of  operations  and cash  flows for the three
months then ended and for the period from March 24,  1999  (inception)  to March
31, 2000. These consolidated  financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated  financial  statements,  the Company is a development stage company
that has  accumulated  losses  since  inception  of  $690,215  and has a working
capital  deficiency of $43,946.  These factors raise substantial doubt about its
ability to continue as a going concern.  These consolidated financial statements
do not include any adjustments that might result from this uncertainty.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
May 15, 2000


<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                                  March 31, 2000
                                                                                      December 31, 1999             (Unaudited)
                                                                                   -------------------------    --------------------
<S>                                                                             <C>                          <C>
                                     ASSETS

CURRENT ASSETS

   Cash                                                                         $                   11,690   $              38,430
   Due from attorney's escrow                                                                        1,631                   1,631
   Subscription receivable                                                                          51,500                   1,500
   Accounts receivable                                                                                 441                     436
                                                                                   -------------------------    --------------------
     Total Current Assets                                                                           65,262                  41,997
                                                                                   -------------------------    --------------------

PROPERTY AND EQUIPMENT - NET                                                                        42,598                  42,055
                                                                                   -------------------------    --------------------

OTHER ASSETS

   Deposits                                                                                         15,000                  15,000
                                                                                   -------------------------    --------------------
     Total Other Assets                                                                             15,000                  15,000
                                                                                   -------------------------    --------------------

TOTAL ASSETS                                                                    $                  122,860   $              99,052
------------                                                                       =========================    ====================

                       LIABILITY AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                                             $                   64,964   $              64,136
   Due to related parties                                                                           12,932                    --
   Loans payable                                                                                      --                    14,200
   Obligations under capital lease                                                                   7,706                   7,607
                                                                                   -------------------------    --------------------
     Total current liabilities                                                                      85,602                  85,943

LONG TERM LIABILITIES

   Convertible loan payable                                                                           --                    50,000
   Obligations under capital leases                                                                 29,648                  23,358
                                                                                   -------------------------    --------------------
     TOTAL LIABILITIES                                                                             115,250                 159,301
                                                                                   -------------------------    --------------------

STOCKHOLDERS' EQUITY

   Preferred stock, $.0001 par value, 20,000,000 shares authorized,
    700,000 Series I convertible shares issued and outstanding                                          70                      70
   Common stock, $.0001 par value, 100,000,000 shares authorized,
    5,100,000 issued and outstanding                                                                   510                     510
   Additional paid-in capital                                                                      630,956                 630,956
   Accumulated deficit during development stage                                                   (625,052)               (690,215)
   Accumulated other comprehensive income (loss)                                                     1,126                  (1,570)
                                                                                   -------------------------    --------------------

     TOTAL STOCKHOLDERS' EQUITY                                                                      7,610                 (60,249)
                                                                                   -------------------------    --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $                  122,860   $              99,052
------------------------------------------                                         =========================    ====================
</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 LOSS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                 MARCH 24, 1999                FOR THE THREE
                                                                                 (INCEPTION) TO                MONTHS ENDED
                                                                                 MARCH 31, 2000                MARCH 31, 2000
                                                                             ------------------------    --------------------------
<S>                                                                       <C>                         <C>
INCOME                                                                    $                    --     $                      --
                                                                             ------------------------    --------------------------

EXPENSES

   Accounting fees                                                                           60,772                        10,415
   Consulting fees                                                                          227,248                        28,270
   Depreciation and Amortization                                                             30,822                          --
   Legal and professional                                                                    64,400                        18,480
   Loss from impairment of intangible assets                                                247,325                          --
   Other selling, general and administrative                                                 62,800                        11,150
                                                                             ------------------------    --------------------------

NET LOSS                                                                                   (693,367)                      (68,315)

OTHER COMPREHENSIVE INCOME/(LOSS)
   Foreign currency translation gains/(losses)                                               (1,570)                       (1,220)
                                                                             ------------------------    --------------------------

COMPREHENSIVE LOSS                                                        $                (694,937)  $                   (69,535)
------------------                                                           ========================    ==========================

NET LOSS PER SHARE - BASIC AND DILUTED                                    $                   (0.41)  $                     (0.01)
                                                                             ========================    ==========================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD -
  BASIC AND DILUTED                                                       $               1,689,008   $                 5,100,000
                                                                             ========================    ==========================
</TABLE>


          See accompanying notes to consolidated financial statements.



                                        3
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 MARCH 24, 1999              FOR THE THREE
                                                                                 (INCEPTION) TO              MONTHS ENDED
                                                                                 MARCH 31, 2000              MARCH 31, 2000
                                                                             ----------------------    ---------------------------
<S>                                                                       <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                $              (693,367)                       (68,315)
  Adjustments to reconcile net loss to net cash used in operating
    activities:
  Depreciation and amortization                                                            30,822                           --
  Loss on impaired asset                                                                  247,325                           --
  (Increase) decrease in:
  Attorney's escrow                                                                        (1,631)                          --
  Accounts receivable                                                                        (439)                          --
  Increase (decrease) in:
  Accounts payable                                                                         64,552                           --
                                                                             ----------------------    ---------------------------
     Net cash used in operating activities                                               (352,738)                       (68,315)
                                                                             ----------------------    ---------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposit on potential investment                                                         (15,000)                          --
  Purchase of property and equipment                                                      (45,648)                          --
                                                                             ----------------------    ---------------------------
     Net cash used in investing activities                                                (60,648)                          --
                                                                             ----------------------    ---------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Obligations under capital leases                                                         31,167                         (5,951)
  Proceeds from issuance of common stock                                                  598,868                         50,000
  Due to related party                                                                     (2,016)                       (13,049)
  Proceeds from convertible debt                                                           50,000                         50,000
  Proceeds from loans                                                                      14,200                         14,200
  Payment of notes payable                                                               (240,939)                          --
                                                                             ----------------------    ---------------------------
     Net cash provided by financing activities                                            451,280                         95,200
                                                                             ----------------------    ---------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                       536                           (145)
                                                                             ----------------------    ---------------------------

INCREASE IN CASH AND CASH EQUIVALENTS                                                      38,430                         26,740

 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                             --                           11,690
                                                                             ----------------------    ---------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                 $                38,430   $                     38,430
-----------------------------------------                                    ======================    ===========================

Cash paid during the period for:

Interest                                                                  $                   964   $                       --
                                                                             ======================    ===========================
</TABLE>



                                       4
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


          See accompanying notes to consolidated financial statements.






                                        5
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2000

NOTE  1 - BASIS OF PRESENTATION

         The accompanying  unaudited financial  statements have been prepared in
         accordance with generally accepted accounting  principles and the rules
         and  regulations of the Securities and Exchange  Commission for interim
         financial  information.  Accordingly,  they  do  not  include  all  the
         information  necessary for a  comprehensive  presentation  of financial
         position and results of operations.

         It is  management's  opinion,  however  that all  material  adjustments
         (consisting of normal recurring  adjustments)  have been made which are
         necessary for a fair financial statements presentation. The results for
         the interim period are not necessarily  indicative of the results to be
         expected for the year.

         In addition,  the accompanying  financial statements do not include the
         statement of  operations or cash flows for the three months ended March
         31, 1999 since the Company was inactive during this period.

         For  further  information,   refer  to  the  financial  statements  and
         footnotes  included  in the  Company's  Form  10-KSB for the year ended
         December 31, 1999.

NOTE 2 - CONVERTIBLE LOAN

         On March 23,  2000,  the Company  received a loan from a company in the
         amount of  $50,000.  The loan is  repayable  by March  23,  2003 and is
         convertible  into  shares of the  Company's  common  stock at $1.50 per
         share.  In  lieu  of  interest  the  Company  granted  50,000  warrants
         convertible at the rate of one warrant per one share of common stock at
         a price of $1.75 per share.

NOTE 3 - GOING CONCERN

         As reflected in the accompanying financial statements,  the Company has
         accumulated  losses of $690,215 since  inception and a working  capital
         deficiency  of  $43,946.  The  ability of the  Company to continue as a
         going concern is dependent on the Company's ability to raise additional
         funds and implement its business plan. The financial  statements do not
         include  any  adjustments  that might be  necessary  if the  Company is
         unable to continue as a going concern.

         Management's  plans  include  obtaining  an open  line of  credit up to
         $10,000,000 in exchange for an option to purchase shares (See Note 4).

NOTE 4 - SUBSEQUENT EVENTS

         During April 2000, the Company entered into a share purchase  agreement
         with a finance and investment company. The agreement stipulates that an
         interest  free  open  line  of  credit  for up to  $10,000,000  will be
         established  for the Company in exchange  for an option to purchase 35%
         of the then issued and  outstanding  stock of the  Company.  The option
         will be granted  upon the date of the receipt of the funds.  The option
         price is set at $2.85 per  share  and  expires  90 days  following  the
         repayment  of the  credit  provided.  The line of  credit  has not been
         established through the date of this report.



                                        6
<PAGE>

ITEM 2.  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.  However,  no such  acquisitions  will be  completed  until Torbay
Holdings raises additional capital sufficient to finance the operations of newly
acquired subsidiaries.

         Through Designer Appliances,  Torbay Holdings has developed and intends
to market household  appliances designed to be attractive to a premium,  upscale
market.   Management  believes  that  they  have  identified  an  underexploited
opportunity in the premium-priced  market for household and domestic appliances,
featuring  attractively  designed  exteriors.  There is no assurance that Torbay
Holdings will be able to successfully manufacture or market these items.

         In addition to its acquisition  strategy,  Torbay Holdings will own and
manage hotel properties in a variety of locations. Torbay Holdings believes that
the asset value of these  properties will underpin the value of Torbay Holdings'
equity investments in its subsidiaries and that the income from these properties
will provide revenue and funding of both property and subsidiary activities.

RESULTS AND PLAN OF OPERATIONS

         Torbay  Holdings  has  had  insignificant  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
approximately  $1,000,000 for the calendar year 2000 and a total  capitalization
of  $1,400,000  over the next two  years for  Designer  Appliances  to  commence
manufacturing   and  marketing   operations.   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.  During April 2000, Torbay Holdings
entered into a share purchase agreement with Douglaston  Investments  Limited, a
finance and investment company.  The agreement  stipulates that an interest free
open  line of  credit  for up to  $10,000,000  will be  established  for  Torbay
Holdings  in  exchange  for an option to  purchase  35% of its then  issued  and
outstanding  stock.  Torbay Holdings believes that the line of credit will allow
it to meet its working capital needs for the next twelve months. The option will
be granted upon the date of the receipt of the funds. The option price is set at
$2.85 per share and  expires  90 days  following  the  repayment  of the  credit
provided.

                                        7

<PAGE>


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 to pay its operating costs.

         Since inception,  Torbay Holdings has received an aggregate of $600,000
from the sale of its securities. Designer Appliances issued a promissory note in
an aggregate  amount of $161,650  for the cost of  purchasing  the  intellectual
property  rights  to its  products,  which  has been  repaid  in full by  Torbay
Holdings from subscription proceeds.

         On March 23, 2000 Torbay  Holdings  received a loan from DJ Limited,  a
principal  shareholder of Torbay Holdings, in the amount of $50,000. The loan is
repayable by March 23, 2003 and is convertible  into shares of Torbay  Holdings'
common stock at $1.50 per share. In lieu of interest,  Torbay  Holdings  granted
warrants  to  purchase  50,000  shares of  common  stock at a price of $1.75 per
share. The warrants expire on March 23, 2003.


         Torbay  Holdings  incurred a loss of $68,315 from operating  activities
for the three months ended March 31, 2000 and has accumulated losses of $690,215
since inception.


         The cash flow of Torbay  Holdings  from  financing  activities  for the
three  months  ended  March  31,  2000  was  primarily  from  the  payment  of a
subscription  receivable from the sale of securities during fiscal year 1999 and
the convertible note with DJ Limited.

         The financial  statements  appearing elsewhere in this report have been
prepared assuming that Torbay Holdings will continue as a going concern.  Torbay
Holdings'  ability to continue its  operations is dependent  upon its receipt of
revenues  through sales of its products or through  raising capital through debt
or equity financing or borrowings.

         We believe that the $10,000,000  open line of credit will be sufficient
to pay our currently  anticipated  expenses including payment of salaries,  rent
and payments to professionals  and to continue our  developmental  and marketing
operations  for the next 12 months.  If additional  funds are  required,  Torbay
Holdings will endeavor to sell additional  securities.  If sufficient additional
funding is not acquired,  alternative sources developed,  or revenues from sales
not received,  we would be required to curtail our operations and there would be
substantial doubt about our ability to continue as a going concern.

                                        8

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibit 27 - Financial Data Schedule*
                  (b)      Reports on Form 8-K
                           None

         *Submitted only with filing in electronic format.


                                        9

<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.

                              TORBAY HOLDINGS, INC.



/s/William Thomas Large      President, Chief Executive Officer  October 2, 2000
---------------------------  Director (principal financial
William Thomas Large         officer)



                                       10