SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                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



<PAGE>
                      PART I -- FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                       TORBAY ACQUISITION CORPORATION
                               Balance Sheet
                              September 30, 1999
                                (Unaudited)

          ASSETS
               Cash                                   $ 380
          Total assets                                $ 380


          LIABILITIES
               Current                                $ -0-
               Long-term                                -0-
          Total Liabilities                           $ -0-

          Stockholders' Equity
           Preferred Stock, $.0001 par
             value, 20,000,000 authorized,
             none issued and outstanding                --
           Common Stock, $.0001 par value
             100,000,000 authorized,
             5,000,000 isued and outstanding           $380
          Additional paid in capital                    380
          Accumulated deficit during
               development stage                        120

          Total Stockholders' Equity                  $ 380

          Total Liabilities and Stockholders'
               Equity                                 $ 380



Note 1 - The Company

The Company is in its developmental stage, and has had no revenue and has
incurred no expenses to date.  The Company was formed to provide a method
for a foreign or domestic private company to become a reporting
company whose securities are qualified for trading in the United States
secondary market.

The unaudited financial statements and notes are presented as permitted by
Form 10-QSB.  Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted.


Note 2 - Common Stock Issued

The Company has authorized 100,000,000 shares of Common Stock having a par
value of $.0001 per share and 20,000,000 shares of preferred stock having a
par value $.0001 per share.  As of September 30, 1999, 5,000,000 shares of
Common Stock had been issued and are outstanding.


Note 3 - No Costs Incurred

As of September 30, 1999, no shareholders, officers, directors or other
related parties had incurred costs on behalf of the Company.  Past and current
expenses of the Company have been and will be paid by existing shareholders
of the Company, and will be treated as additional paid-in capital from such
shareholders.


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,
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

     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.



<PAGE>
                                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/ James M. Cassidy
                                      James M. Cassidy, President

Dated:  November 12, 1999