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
                               SEPTEMBER 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 SEPTEMBER 30, 1999

    COMMON STOCK, PAR VALUE $0.0001                               5,000,000


                         PART I -- FINANCIAL INFORMATION

<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS


<TABLE>
<S>                <C>          <C>
    PAGE           1            BALANCE SHEETS AS OF SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998

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

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

    PAGE           4            NOTES TO FINANCIAL STATEMENTS
</TABLE>




<PAGE>


                         TORBAY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                           ASSETS

                                                                                 SEPTEMBER 30, 1999
                                                            DECEMBER 31, 1998        (UNAUDITED)
                                                           -------------------   -------------------
<S>                                                        <C>                   <C>
Cash                                                       $               500   $               380
                                                           -------------------   -------------------

TOTAL ASSETS                                               $               500   $               380
                                                           ===================   ===================



                            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                             --                  (120)
                                                           -------------------   -------------------

TOTAL STOCKHOLDERS' EQUITY                                                 500                   380
                                                           -------------------   -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $               500   $               380
                                                           ===================   ===================
</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                   NINE MONTHS
                                                 (INCEPTION)                       ENDED                         ENDED
                                              TO SEPTEMBER 30, 1999          SEPTEMBER 30, 1999           SEPTEMBER 30, 1999
                                            --------------------------    -------------------------    --------------------------
<S>                                         <C>                           <C>                          <C>
REVENUES                                    $                       --    $                      --    $                       --
                                            --------------------------    -------------------------    --------------------------

EXPENSES

   Bank charges                                                    120                           48                           120
                                            --------------------------    -------------------------    --------------------------

NET LOSS                                    $                     (120)   $                     (48)   $                     (120)
                                            ==========================    =========================    ==========================

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

   Weighted average number of  shares
   outstanding during the  period -
   basic and diluted                                         3,000,000                   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 NINE
                                                                      (INCEPTION) TO                    MONTHS ENDED
                                                                    SEPTEMBER 30, 1999               SEPTEMBER 30, 1999
                                                                ----------------------------    ----------------------------
<S>                                                             <C>                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                     $                      (120)    $                       (120)
   Adjustments to reconcile net loss to net cash  used in
    operating activities                                                                 --                               --
                                                                ----------------------------    ----------------------------
   NET CASH USED IN OPERATING ACTIVITIES                                               (120)                            (120)
                                                                ----------------------------    ----------------------------

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

NET INCREASE IN CASH                                                                    380                             (120)

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

CASH AND CASH EQUIVALENTS -
 ENDING                                                         $                       380                              380
                                                                ============================    ============================
</TABLE>




                 See accompanying notes to financial statements




                                       3
<PAGE>


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

NOTE 2   SUBSEQUENT EVENTS

         On October 26, 1999 all of the  outstanding  shares of the Company were
         purchased  by Torbay  Holdings,  Inc. in exchange for 250,000 of Torbay
         Holdings,  Inc.'s common stock. The acquisition was accounted for using
         the purchase method of accounting.  Torbay Holdings,  Inc.  remained as
         the surviving  entity and became the successor  issuer pursuant to rule
         12g-3(a) of the General Rules and  Regulations  of the  Securities  and
         Exchange Commission.


                                       8


<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).

         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 have been registered under the Exchange Act.
Through the date covered by this report,  t he Company may be deemed to meet 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.

         These benefits are commonly thought to include

         (1)      the ability to use 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)      the potential for 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 reporting company.

         During the period covered by this report,


<PAGE>

management  was  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.

         As of the date of the period covered by this report, management had not
made any final decision concerning or entered into any agreements for a business
combination.  Subsequent  to the period  covered  by this  report,  the  Company
effected  a merger and filed  with the  Securities  and  Exchange  Commission  a
Current Report on Form 8-K on October 27, 1999. Persons reading this Form 10-QSB
are  advised to read the Form 8-K  available  for  review on the SEC  website at
www.sec.gov.

         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 take the steps required to cause its
common stock to be 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.

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 the  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  company  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



<PAGE>

         Subsequent to the date covered by this report, the Registrant  effected
a business combination and merged with Torbay Holdings, Inc. A Current Report on
Form 8-K was filed on October 27, 1999.

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

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


                                 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