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
                                  JUNE 30, 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 X NO

        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
                                                              JUNE 30, 1999

     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 JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998

    PAGE           2            STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE
                                30, 1999 AND FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO JUNE 30,
                                1999 (UNAUDITED)

    PAGE           3            STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND FOR
                                THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO JUNE 30, 1999 (UNAUDITED)


    PAGE           4            NOTES TO FINANCIAL STATEMENTS
</TABLE>



<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                                             JUNE 30, 1999
                                                                           DECEMBER 31, 1998                  (UNAUDITED)
                                                                           ------------------                --------------
<S>                                                                <C>                               <C>
Cash                                                                        $           500                   $        428
                                                                           ------------------                --------------
TOTAL ASSETS                                                                $           500                   $        428
------------                                                               ==================                ==============

                      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                                          --                            (72)
                                                                           ------------------                --------------

TOTAL STOCKHOLDERS' EQUITY                                                              500                            428
                                                                           ------------------                --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $           500                   $        428
------------------------------------------                                 ==================                ==============
</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               THREE MONTHS                 SIX MONTHS
                                                      (INCEPTION) TO                  ENDED                       ENDED
                                                       JUNE 30, 1999              JUNE 30, 1999               JUNE 30, 1999
                                                   ----------------------     ----------------------     ----------------------
<S>                                                <C>                       <C>                       <C>
REVENUES                                            $                --        $               --         $                --
                                                   ----------------------     ----------------------     ----------------------
EXPENSES

   Bank charges                                                      72                        24                          72
                                                   ----------------------     ----------------------     ----------------------
NET LOSS                                            $               (72)       $              (24)        $               (72)
--------                                           ======================     ======================     ======================

   Net loss per share -
    basic and diluted                               $                --        $               --         $                --
                                                   ======================     ======================     ======================
   Weighted average number of  shares
   outstanding during the  period - basic
   and diluted                                                 2,531,807                  5,000,000                  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 SIX
                                                                           (INCEPTION) TO                MONTHS ENDED
                                                                            JUNE 30, 1999                JUNE 30, 1999
                                                                       ------------------------    ---------------------------
<S>                                                                    <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                             $                (72)       $                   (72)
   Adjustments to reconcile net loss to net cash used in
    operating activities                                                                  --                             --
                                                                       ------------------------    ---------------------------
   NET CASH USED IN OPERATING ACTIVITIES                                                 (72)                           (72)
                                                                       ------------------------    ---------------------------

CASH FLOWS FROM FINANCING ACTIVITIES

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

NET INCREASE IN CASH                                                                     428                            (72)

CASH AND CASH EQUIVALENTS -
 BEGINNING                                                                                --                            500
                                                                       ------------------------    ---------------------------
CASH AND CASH EQUIVALENTS -
 ENDING                                                                 $                428                            428
-------                                                                ========================    ===========================
</TABLE>






                 See accompanying notes to financial statements


                                       3

<PAGE>



                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF JUNE 30, 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 and six
         months ended June 30, 1998 since the Company was   completely  inactive
         through June 30, 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  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.

MANAGEMENT  BELIEVES  THAT THERE ARE  PERCEIVED  BENEFITS  TO BEING A  REPORTING
COMPANY WHICH MAY BE ATTRACTIVE TO FOREIGN AND DOMESTIC PRIVATE COMPANIES.


<PAGE>


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 MAY BE 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 A
REPORTING  COMPANY 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 A  REPORTING  COMPANY  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 A REPORTING  COMPANY;  (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 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  RERPOTING
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 FOLLOWING
SUCH  OCCURRENCE THE COMPANY WILL SEEK TO 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 MARKET SYSTEM OR REGIONAL OR NATIONAL EXCHANGE.

<PAGE>


                    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 combine 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.

     (b)  Reports on Form 8-K


<PAGE>


     There were no reports on Form 8-K filed by the Company during the quarter.


                              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