SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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, 1999

                                       OR

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                         FOR THE TRANSITION PERIOD FROM
                                       TO


                         COMMISSION FILE NUMBER 0-25417

                         TORBAY ACQUISITION CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



           DELAWARE                                              52-2102436
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

                   1504 R STREET, N.W., WASHINGTON, D.C. 20009
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE))

                                  202/387-5400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


         INDICATE  BY CHECK MARK  WHETHER THE  REGISTRANT  (1) FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934 DURING THE LAST 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    NO X

         THE  REGISTRANT  HAS BEEN  SUBJECT  TO THE FILING  REQUIREMENTS  OF THE
SECURITIES ACT OF 1934 FOR LESS THAN 90 DAYS.


         INDICATE  THE  NUMBER OF  SHARES  OUTSTANDING  OF EACH OF THE  ISSUER'S
CLASSES OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE.


                     CLASS                     OUTSTANDING AT
                                               MARCH 31, 1999


<PAGE>

                    Common Stock, par value $0.0001 5,000,000



<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS




<TABLE>
<S>                <C>          <C>
    PAGE           1            BALANCE SHEETS AS OF MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998

    PAGE           2            STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
                                FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO MARCH 31, 1999 (UNAUDITED)

    PAGE           3            STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
                                FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO MARCH 31, 1999 (UNAUDITED)

    PAGE           4            NOTES TO FINANCIAL STATEMENTS
</TABLE>




<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   ASSETS

                                                                                             MARCH 31, 1999
                                                                        DECEMBER 31, 1998      (UNAUDITED)
                                                                        -----------------   -----------------
<S>                                                                     <C>                 <C>
Cash                                                                    $             500   $             452
                                                                        -----------------   -----------------

TOTAL ASSETS                                                            $             500   $             452
                                                                        =================   =================



                                     LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES                                                             $             --    $              --
                                                                        -----------------   -----------------

STOCKHOLDERS' EQUITY

   Preferred stock, $0.0001 par value, 20,000,000 shares  authorized,
   none issued and outstanding                                                         --                  --
   Common stock, $0.0001 par value, 100,000,000 shares  authorized,
     5,000,000 issued and outstanding                                                 500                 500
   Accumulated deficit during development stage                                        --                 (48)
                                                                        -----------------   -----------------

TOTAL STOCKHOLDERS' EQUITY                                                            500                 452
                                                                        -----------------   -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $             500   $             452
                                                                        =================   =================
</TABLE>






                 See accompanying notes to financial statements


                                       1


<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                JUNE 2, 1998                    FOR THE THREE
                                                                               (INCEPTION) TO                    MONTHS ENDED
                                                                               MARCH 31, 1999                   MARCH 31, 1999
                                                                         --------------------------      --------------------------
<S>                                                                      <C>                             <C>
REVENUES                                                                 $                      --       $                      --
                                                                         --------------------------      --------------------------

EXPENSES

   Bank charges                                                                                 48                              48
                                                                         --------------------------      --------------------------

NET LOSS                                                                 $                     (48)      $                      (48)
--------                                                                 ==========================      ==========================

   Net loss per share - basic and diluted                                $                      --       $                       --
                                                                         ==========================      ==========================

   Weighted average number of shares outstanding  during the
   period - basic and diluted                                                            1,788,079                       5,000,000
                                                                         ==========================      ==========================
</TABLE>







                 See accompanying notes to financial statements


                                       2


<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                           JUNE 2, 1998                      FOR THE THREE
                                                                          (INCEPTION) TO                      MONTHS ENDED
                                                                          MARCH 31, 1999                     MARCH 31, 1999
                                                                   ------------------------------     ------------------------------
<S>                                                                <C>                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                        $                         (48)     $                         (48)
   Adjustments to reconcile net loss to net cash used  in
    in operating activities                                                                   --                                 --
                                                                   ------------------------------     ------------------------------
   NET CASH USED IN OPERATING ACTIVITIES                                                     (48)                               (48)
                                                                   ------------------------------     ------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                                    500                                 --
                                                                   ------------------------------     ------------------------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                                 500                                 --
                                                                   ------------------------------     ------------------------------

NET INCREASE IN CASH                                                                         452                                (48)

CASH AND CASH EQUIVALENTS -
 BEGINNING                                                                                    --                                500
                                                                   ------------------------------     ------------------------------

CASH AND CASH EQUIVALENTS -
 ENDING                                                            $                         452      $                         452
                                                                   ==============================     ==============================
</TABLE>




                 See accompanying notes to financial statements


                                       3


<PAGE>




                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 1999

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A)      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, 1998 since the Company was not
                  incorporated until June 2, 1998.

                  For further information, refer to the financial statements and
                  footnotes  included in the Company's Form 10-SB/A for the year
                  ended December 31, 1998.



                                       4


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         THE  COMPANY  HAS   REGISTERED   ITS  COMMON  STOCK  ON  A  FORM  10-SB
REGISTRATION  STATEMENT  FILED PURSUANT TO THE  SECURITIES  EXCHANGE ACT OF 1934
(THE  "EXCHANGE  ACT")  AND RULE  12(G)  THEREOF.  THE  COMPANY  FILES  WITH THE
SECURITIES  AND EXCHANGE  COMMISSION  PERIODIC AND EPISODIC  REPORTS  UNDER RULE
13(A) OF THE EXCHANGE ACT, INCLUDING QUARTERLY REPORTS ON FORM 10-QSB AND ANNUAL
REPORTS FORM 10-KSB.  AS A REPORTING COMPANY UNDER THE EXCHANGE ACT, THE COMPANY
MAY REGISTER  ADDITIONAL  SECURITIES  ON FORM S-8  (PROVIDED  THAT IT IS THEN IN
COMPLIANCE WITH THE REPORTING  REQUIREMENTS OF THE EXCHANGE ACT) AND ON FORM S-3
(PROVIDED  THAT IS HAS DURING THE PRIOR 12 MONTH PERIOD TIMELY FILED ALL REPORTS
REQUIRED UNDER THE EXCHANGE ACT), AND ITS CLASS OF COMMON STOCK REGISTERED UNDER
THE EXCHANGE ACT MAY BE TRADED IN THE UNITED STATES SECURITIES  MARKETS PROVIDED
THAT  THE  COMPANY  IS  THEN IN  COMPLIANCE  WITH  APPLICABLE  LAWS,  RULES  AND
REGULATIONS,  INCLUDING  COMPLIANCE  WITH ITS REPORTING  REQUIREMENTS  UNDER THE
EXCHANGE ACT.

         THE COMPANY WAS FORMED TO ENGAGE IN A MERGER WITH OR  ACQUISITION OF AN
UNIDENTIFIED  FOREIGN OR  DOMESTIC  PRIVATE  COMPANY  WHICH  DESIRES TO BECOME A
REPORTING  ("PUBLIC")  COMPANY WHOSE SECURITIES ARE QUALIFIED FOR TRADING IN THE
UNITED STATES  SECONDARY  MARKET.  THE COMPANY MEETS THE  DEFINITION OF A "BLANK
CHECK" COMPANY  CONTAINED IN SECTION (7)(B)(3) OF THE SECURITIES ACT OF 1933, AS
AMENDED.


<PAGE>

MANAGEMENT  BELIEVES  THAT THERE ARE  PERCEIVED  BENEFITS  TO BEING A  REPORTING
COMPANY WITH A CLASS OF  PUBLICLY-TRADED  SECURITIES  WHICH MAY BE ATTRACTIVE TO
FOREIGN AND DOMESTIC PRIVATE COMPANIES.

         THESE  BENEFITS ARE COMMONLY  THOUGHT TO INCLUDE (1) THE ABILITY TO USE
REGISTERED SECURITIES TO MAKE ACQUISITION OF ASSETS OR BUSINESSES; (2) INCREASED
VISIBILITY IN THE FINANCIAL  COMMUNITY;  (3) THE  FACILITATION OF BORROWING FROM
FINANCIAL  INSTITUTIONS;   (4)  IMPROVED  TRADING  EFFICIENCY;  (5)  SHAREHOLDER
LIQUIDITY; (6) GREATER EASE IN SUBSEQUENTLY RAISING CAPITAL; (7) COMPENSATION OF
KEY EMPLOYEES THROUGH OPTIONS FOR STOCK FOR WHICH THERE IS A PUBLIC MARKET;  (8)
ENHANCED  CORPORATE  IMAGE;  AND,  (9) A PRESENCE IN THE UNITED  STATES  CAPITAL
MARKET.

         A PRIVATE  COMPANY WHICH MAY BE  INTERESTED  IN A BUSINESS  COMBINATION
WITH THE  COMPANY  MAY  INCLUDE  (1) A COMPANY  FOR WHICH A PRIMARY  PURPOSE  OF
BECOMING  PUBLIC IS THE USE OF ITS SECURITIES  FOR THE  ACQUISITION OF ASSETS OR
BUSINESSES;  (2) A  COMPANY  WHICH  IS  UNABLE  TO  FIND AN  UNDERWRITER  OF ITS
SECURITIES OR IS UNABLE TO FIND AN UNDERWRITER OF SECURITIES ON TERMS ACCEPTABLE
TO IT; (3) A COMPANY  WHICH  WISHES TO BECOME  PUBLIC WITH LESS  DILUTION OF ITS
COMMON STOCK THAN WOULD OCCUR NORMALLY UPON AN UNDERWRITING; (4) A COMPANY WHICH
BELIEVES THAT IT WILL BE ABLE OBTAIN INVESTMENT  CAPITAL ON MORE FAVORABLE TERMS
AFTER IT HAS  BECOME  PUBLIC;  (5) A FOREIGN  COMPANY  WHICH MAY WISH AN INITIAL
ENTRY INTO THE UNITED STATES SECURITIES MARKET; (6) A SPECIAL SITUATION COMPANY,
SUCH AS A COMPANY  SEEKING A PUBLIC  MARKET TO SATISFY  REDEMPTION  REQUIREMENTS
UNDER A QUALIFIED  EMPLOYEE STOCK OPTION PLAN; AND, (7) A COMPANY SEEKING ONE OR
MORE OF THE OTHER BENEFITS BELIEVED TO ATTACH TO A PUBLIC COMPANY.

         MANAGEMENT IS ACTIVELY  ENGAGED IN SEEKING A QUALIFIED  PRIVATE COMPANY
AS A CANDIDATE  FOR A BUSINESS  COMBINATION.  THE COMPANY IS AUTHORIZED TO ENTER
INTO A DEFINITIVE  AGREEMENT WITH A WIDE VARIETY OF PRIVATE  BUSINESSES  WITHOUT
LIMITATION AS TO THEIR INDUSTRY OR REVENUES.  IT IS NOT POSSIBLE AT THIS TIME TO
PREDICT  WITH WHICH  PRIVATE  COMPANY,  IF ANY,  THE  COMPANY  WILL ENTER INTO A
DEFINITIVE AGREEMENT OR WHAT WILL BE THE INDUSTRY,  OPERATING HISTORY, REVENUES,
FUTURE PROSPECTS OR OTHER CHARACTERISTICS OF THAT COMPANY.

         AS OF THE DATE  HEREOF,  MANAGEMENT  HAS NOT MADE  ANY  FINAL  DECISION
CONCERNING OR ENTERED INTO ANY AGREEMENTS FOR A BUSINESS  COMBINATION.  WHEN ANY
SUCH AGREEMENT IS REACHED OR OTHER  MATERIAL FACT OCCURS,  THE COMPANY WILL FILE
NOTICE OF SUCH AGREEMENT OR FACT WITH THE SECURITIES AND EXCHANGE  COMMISSION ON
FORM 8-K. PERSONS READING THIS FORM 10-QSB ARE ADVISED TO SEE IF THE COMPANY HAS
SUBSEQUENTLY FILED A FORM 8-K.

         THE  CURRENT  SHAREHOLDERS  OF THE  COMPANY  HAVE AGREED NOT TO SELL OR
OTHERWISE TRANSFER ANY OF THEIR COMMON STOCK OF THE COMPANY EXCEPT IN CONNECTION
WITH A BUSINESS COMBINATION.

         THE COMPANY DOES NOT INTEND TO TRADE ITS  SECURITIES  IN THE  SECONDARY
MARKET  UNTIL  COMPLETION  OF A BUSINESS  COMBINATION.  IT IS  ANTICIPATED  THAT
IMMEDIATELY FOLLOWING SUCH OCCURRENCE THE COMPANY WILL CAUSE ITS COMMON STOCK TO
BE LISTED OR ADMITTED TO QUOTATION ON THE NASD OTC BULLETIN BOARD OR, IF IT THEN
MEETS THE  FINANCIAL  AND OTHER  REQUIREMENTS  THEREOF,  ON THE NASDAQ  SMALLCAP
MARKET, NATIONAL

<PAGE>

Market System or regional or national exchange.

                    COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000

         Many existing  computer programs use only two digits to identify a year
in such program's date field. These programs were designed and developed without
consideration  of the impact of the change in century for which four digits will
be required to  accurately  report the date.  If not  corrected,  many  computer
applications  could fail or create  erroneous  results by or following  the year
2000 ("Year 2000 Problem").  Many of the computer programs  containing such date
language  problems  have not been  corrected  by the  companies  or  governments
operating  such  programs.  The Company  does not have  operations  and does not
maintain  computer systems.  However,  it is impossible to predict what computer
programs will be effected,  the impact any such computer disruption will have on
other  industries  or  commerce  or  the  severity  or  duration  of a  computer
disruption.

         Before  the  Company  enters  into any  business  combination,  it will
inquire as to the status of any target  company's  Year 2000 Problem,  the steps
such  target  company has taken to correct  any such  problem  and the  probable
impact on such target company of any computer disruption.  However, there can be
no assurance  that the Company will not merge with a target  company that has an
uncorrected Year 2000 Problem or that any such Year 2000 Problem corrections are
sufficient.  The  extent of the Year 2000  Problem  of a target  ocmpany  may be
impossible to ascertain and its impact on the Company is impossible to predict.


                          PART II -- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         There are no legal  proceedings  against the Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit 4

                  --  Certificate  of  Incorporation  filed as an exhibit to the
                  Company's  registration  statement  on Form  10-SB  (File  No.
                  0-25417)  filed on  February  19,  1999,  and is  incorporated
                  herein by reference.

                  -- By-Laws filed as an exhibit to the  Company's  registration
                  statement on Form 10-SB (File No.  0-25417)  filed on February
                  19, 1999, which is incorporated herein by reference.


<PAGE>

         (b)      Reports on Form 8-K

         There  were no  reports  on Form 8-K filed by the  Company  during  the
         quarter ended March 31, 1999.


                                   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 thereunto duly authorized.

                                          TORBAY ACQUISITION CORPORATION



                                          By:   /s/ William Thomas Large
                                              -------------------------------
                                              William Thomas Large, President

Dated: July 20,2000