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 June 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR L5(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
                 CASTEL, GUERNSEY, C.I. GY5 7RZ, UNITED KINGDOM
                    (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                                     JUNE 30, 2000
            -----                                     -------------
   Common Stock, par value $.0001                       5,100,000

   Transitional Small Business Disclosure Format (check one):

   Yes      No X
      ----    ----


<PAGE>


                              TORBAY HOLDINGS, INC.

                 FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2000

                                TABLE OF CONTENTS

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

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

Item 2.       Management's Discussion and Analysis.............................................7

Part II - OTHER INFORMATION

Item 1.       Legal Proceedings................................................................9

Item 2.       Changes in Securities and Use of Proceeds........................................9

Item 3.       Defaults Upon Senior Securities..................................................9

Item 4.       Submission of Matters to a Vote of Security Holders..............................9

Item 5.       Other Information................................................................9

Item 6.       Exhibits and Reports on Form 8-K.................................................9
</TABLE>

Signatures


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

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  December 31, 1999
which could cause actual results to differ materially from these estimates.

---------------------------------------------
<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 JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31,
                                      1999

               PAGE            3      CONSOLIDATED  STATEMENTS OF OPERATIONS AND  COMPREHENSIVE  LOSS FOR THE THREE
                                      MONTHS AND SIX MONTHS  ENDED JUNE 30,  2000 AND FOR THE PERIOD FROM MARCH 24,
                                      1999 (INCEPTION) TO JUNE 30, 2000 (UNAUDITED)

               PAGE            4      CONSOLIDATED  STATEMENTS  OF CASH  FLOWS FOR THE THREE  MONTHS AND SIX MONTHS
                                      ENDED JUNE 30,  2000 AND FOR THE PERIOD FROM MARCH 24,  1999  (INCEPTION)  TO
                                      JUNE 30, 2000 (UNAUDITED)

              PAGES          5 - 6    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2000 (UNAUDITED)
</TABLE>


<PAGE>



                    [LETTEHEAD 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 June 30, 2000 and the
related  consolidated  statements of operations and comprehensive loss, and cash
flows for the three  months  and six months  then ended and for the period  from
March 24,  1999  (inception)  to June 30,  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 5 to the
consolidated  financial  statements,  the Company is a development stage company
that has  accumulated  losses  since  inception  of  $812,576  and has a working
capital deficiency of $182,738.  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
August 10, 2000


<PAGE>


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

<TABLE>
<CAPTION>
                                                                                     June 30, 2000           December 31,
                                                                                      (Unaudited)                1999
                                                                                   -------------------     -----------------
<S>                                                                             <C>                     <C>
                                     ASSETS

CURRENT ASSETS

   Cash                                                                         $              8,035    $           11,690
   Due from attorney's escrow                                                                  1,631                 1,631
   Subscription receivable                                                                     1,500                51,500
   Accounts receivable                                                                           415                   441
                                                                                   -------------------     -----------------
     Total Current Assets                                                                     11,581                65,262
                                                                                   -------------------     -----------------

PROPERTY AND EQUIPMENT - NET                                                                  38,416                42,598
                                                                                   -------------------     -----------------

OTHER ASSETS

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

TOTAL ASSETS                                                                    $             64,997    $          122,860
------------                                                                       ===================     =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                                             $             72,881    $           64,964
   Loan payable - line of credit                                                             100,000                  --
   Due to related parties                                                                     14,200                12,932
   Obligations under capital lease                                                             7,238                 7,706
                                                                                   -------------------     -----------------
     Total current liabilities                                                               194,319                85,602
                                                                                   -------------------     -----------------

LONG TERM LIABILITIES

   Convertible loan payable                                                                   50,000                  --
   Obligations under capital leases                                                           13,522                29,648
                                                                                   -------------------     -----------------
     TOTAL LIABILITIES                                                                       257,841               115,250
                                                                                   -------------------     -----------------

STOCKHOLDERS' EQUITY

   Preferred stock, $.0001 par value, 20,000,000 shares authorized, 700,000
    Series 1 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                                             (812,576)             (625,052)
   Accumulated other comprehensive income (loss)                                             (11,804)                1,126
                                                                                   -------------------     -----------------

     TOTAL STOCKHOLDERS' EQUITY                                                             (192,844)                7,610
                                                                                   -------------------     -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $             64,997    $          122,860
------------------------------------------                                         ===================     =================
</TABLE>


          See accompanying notes to consolidated financial statements.



                                        2
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                             For the Period
                                                               For the Three           For the Six           From March 24,
                                                               Months Ended            Months Ended         1999 (Inception)
                                                               June 30, 2000          June 30, 2000         to June 30, 2000
                                                            --------------------    -------------------    --------------------
<S>                                                      <C>                     <C>                    <C>
INCOME                                                   $                --     $               --     $                --
                                                            --------------------    -------------------    --------------------

EXPENSES
  Consulting and directors fees                                         88,398                116,668                 315,646
  Depreciation and amortization                                          1,648                  1,648                  32,470
  Legal and professional fees                                           28,035                 56,930                 153,207
  Loss from impairment of intangible assets                               --                     --                   247,325
  Other selling, general and administrative                             15,277                 26,427                  78,077
                                                            --------------------    -------------------    --------------------

TOTAL EXPENSES                                                         133,358                201,673                 826,725
                                                            --------------------    -------------------    --------------------

NET LOSS                                                              (133,358)              (201,673)               (826,725)

OTHER COMPREHENSIVE INCOME/(LOSS)

  Foreign currency translation gains/(losses)                           37,318                 36,098                 (11,804)
                                                            --------------------    -------------------    --------------------

COMPREHENSIVE LOSS                                       $             (96,040)  $           (165,575)  $            (838,529)
------------------                                          ====================    ===================    ====================

Net loss per common share - basic and diluted            $               (0.03)  $              (0.04)  $               (0.59)
                                                            ====================    ===================    ====================

Weighted average number of common shares
  outstanding - basic and diluted                                     5,100,000              5,100,000               1,406,789
                                                            ====================    ===================    ====================
</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>
                                                                                                                 Cumulative From
                                                                   For the Three          For the Six            March 24, 1999
                                                                    Months Ended          Months Ended         (Inception) to June
                                                                   June 30, 2000         June 30, 2000              30, 2000
                                                                  -----------------     -----------------     ----------------------
<S>                                                            <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                                   $         (133,358)   $         (201,673)   $              (826,725)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
  Depreciation and amortization                                             1,648                 1,648                     31,579
  Loss on impaired assets                                                    --                    --                      247,325
  (Increase) decrease in:
  Attorney's escrow                                                          --                    --                       (1,631)
  Accounts receivable                                                        --                    --                         (439)
  Increase (decrease) in:
  Accounts payable                                                         11,771                11,771                     60,272
                                                                  -----------------     -----------------     ----------------------
     Net cash used in operating activities                               (119,939)             (188,254)                  (489,619)
                                                                  -----------------     -----------------     ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposit on potential investment                                            --                    --                      (15,000)
  Purchase of property and equipment                                         --                    --                      (44,612)
                                                                  -----------------     -----------------     ----------------------
     Net cash used in investing activities                                   --                    --                      (59,612)
                                                                  -----------------     -----------------     ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Obligations under capital leases                                         (8,700)              (14,516)                    21,759
  Proceeds from issuance of common stock                                     --                  50,000                    598,868
  Due to related party                                                       --                 (14,093)                   (11,459)
  Proceeds from convertible debt                                             --                  50,000                     50,000
  Proceeds from line of credit and related party loans                    100,000               114,200                    114,200
  Payment of notes payable                                                   --                    --                     (235,469)
                                                                  -----------------     -----------------     ----------------------
     Net cash provided by financing activities                             91,300               185,591                    537,899
                                                                  -----------------     -----------------     ----------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                    (1,756)                 (992)                    19,367
                                                                  -----------------     -----------------     ----------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (30,395)               (3,655)                     8,035

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                            38,430                11,690                       --
                                                                  -----------------     -----------------     ----------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                      $            8,035    $            8,035    $                 8,035
-----------------------------------------                         =================     =================     ======================

Cash paid during the period for:
  Interest                                                     $             --      $             --      $                   964
                                                                  =================     =================     ======================
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 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.

                  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   LOANS PAYABLE - LINE OF CREDIT

                  In April  2000,  the  Company  entered  into a line of  credit
                  agreement with a related party stockholder. Under the terms of
                  the  agreement the related party will provide the Company with
                  up to $200,000 in operating  funds,  to be repaid by the third
                  anniversary of the draw down of such funds.  The loan bears no
                  interest  and in lieu  thereof,  the  lender  shall be  issued
                  100,000  warrants to acquire  100,000  shares of the Company's
                  stock at $2.00 per share. Additionally, the agreement provides
                  that the lender may elect to convert  said loan into shares of
                  the Company's  stock at $1.00 per share. At June 30, 2000, the
                  Company  had  borrowed  $100,000  against  this line of credit
                  which is shown as a loan payable.

NOTE 3   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 4   COMMITMENTS AND CONTINGENCIES

                  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.



                                       5
<PAGE>


                      TORBAY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2000

NOTE 5   GOING CONCERN

                  As reflected in the  accompanying  financial  statements,  the
                  Company has accumulated losses of $812,576 since inception and
                  a working capital  deficiency of $182,738.  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).



                                       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 $133,358 and $201,673  from  operating
activities  for the three and six months ended June 30, 2000,  respectively  and
has accumulated losses of $826,725 since inception.

     The cash flow of Torbay  Holdings  from  financing  activities  for the six
months  ended June 30, 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.
<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned,  therunto duly
authorized.

TORBAY HOLDINGS, INC.

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







Date:    October 2, 2000