U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                            SEC File No: 33-14982-LA

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________





                          TROY ACQUISITION CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   California                                                  33-0899651
--------------------------------------------------------------------------------
(State or other                                              (IRS Employer
jurisdiction of                                            Identification No.)
incorporation)


         19900 MacArthur Boulevard, Suite 660, Irvine, California 92612
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Company's telephone number, including area code:      (949) 851-9800
                                                --------------------




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 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.

                                                                 [X] Yes  [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

         5,000,000 Shares as of the date of this report.

Transitional Small Business Disclosure Format (check one):
                                                                 [ ] Yes  [X] No


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<PAGE>




                          TROY ACQUISITION CORPORATION

              Form 10-QSB for the Quarter ended September 30, 2000

                                Table of Contents

                                                                           Page
                                                                           ----

PART 1 - ITEM 2...............................................................4
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS FOR TROY ACQUISITION CORPORATION.........4
     CAUTION REGARDING FORWARD-LOOKING INFORMATION............................4
     OVERVIEW OF THE COMPANY..................................................5

PART II - OTHER INFORMATION...................................................6
     ITEM 1 - LEGAL PROCEEDINGS...............................................6
     ITEM 2 - CHANGES IN SECURITY.............................................6
     ITEM 3 - DEFAULTS ON SENIOR SECURITIES...................................6
     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............6
     ITEM 5 - OTHER INFORMATION...............................................6
     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K................................6

         SIGNATURE............................................................7




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<PAGE>



PART 1 - FINANCIAL INFORMATION

                          TROY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                             -----------------------

                                                February 17, 2000
                                               (Inception) to September 30, 2000
                                               ---------------------------------

CASH FLOWS FROM OPERATING
ACTIVITIES:

Net loss                                            $(1,108)
     Adjustment to reconcile net loss to net cash
     used by operating activities
     Increase in accounts payable                       750
     Capitalized expenses                               358

     Net cash used by operating activities             --


CASH FLOW FROM FINANCING
ACTIVITIES:

Proceeds from issuance of common stock                2,000

Net cash provided by financing activities             2,000

INCREASE IN CASH AND CASH
EQUIVALENTS                                           2,000

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD                                    --

CASH AND CASH EQUIVALENTS - END OF

PERIOD                                              $ 2,000


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<PAGE>



                          TROY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION)
                              TO SEPTEMBER 30, 2000
                              ---------------------
<TABLE>
<CAPTION>

                                                                      DEFICIT
                                                                   ACCUMULATED
                               COMMON STOCK       ADDITIONAL          DURING
                                  ISSUED           PAID-IN          DEVELOPMENT
                           SHARES      AMOUNT      CAPITAL      STAGE        TOTAL
                          ---------   ---------   ---------   ---------    ---------
<S>                       <C>         <C>         <C>         <C>          <C>
Common Stock Issuance     5,000,000   $   2,000   $    --     $    --      $   2,000

Fair value of expenses
     contributed               --          --           358        --            358

Net loss for the period
     ended
     September 30, 2000        --          --          --        (1,108)      (1,108)
                          ---------   ---------   ---------   ---------    ---------

BALANCE
SEPTEMBER 30, 2000:       5,000,000   $   2,000   $     358   $  (1,108)   $   1,250
                          ---------   ---------   ---------   ---------    ---------
</TABLE>


PART 1 - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR TROY ACQUISITION CORPORATION

         The following  discussion of the  financial  conditions  and results of
operations  of the  Company  should be read in  conjunction  with the  financial
statements, including notes thereto, for the Company.

CAUTION REGARDING FORWARD-LOOKING INFORMATION
---------------------------------------------

         This quarterly report contains certain  forward-looking  statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including  the risks or  uncertainties  noted.

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<PAGE>



Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying  assumption prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

OVERVIEW OF THE COMPANY
-----------------------

         Troy  Acquisition  Corporation  (the  "Company")  was  incorporated  in
February  2000,  under the laws of the State of  California,  primarily  for the
purpose of acquiring or merging with a small to medium size company. The Company
currently has no operations,  revenue or activity. The Company filed a Form 10SB
Registration Statement, which became effective on March 23, 2000.

Results of Operations

         As of September 30, 2000, the Company is in the  development  stage and
had  conducted  minimal  activities.  Accordingly,  the  accompanying  financial
statements  should not be regarded as typical for normal  periods of  operation.
Additional  financing or restructuring will be required in order for the Company
to complete its  development  stage  activities.  Management  and the  Company's
existing shareholder expect to have to continue to contribute capital to support
the Company's operations until a merger or acquisition candidate is located.

         The Company had no operations  or revenues,  or  significant  assets or
liabilities since its inception in February 2000.

Three Months and Nine Months Ended September 30, 2000, Compared to Periods Ended
September 30, 1999.

         Revenue.  The  Company was  recently  formed and the Company was not in
existence  during the quarter or the nine month period ended September 30, 1999,
the Company had no revenues for the quarter ended  September  30, 2000,  and has
had no revenues since  inception.  Similarly,  the Company had no cost of sales,
gross profit or other income during the period ended September 30, 2000, or from
its inception.  The Company's nominal  operating  expenses of less than $300 per
months have been paid by its shareholder.

Liquidity and Capital Resources

         As of September 30, 2000, the Company had cash,  cash  equivalents  and
net  working  capital of  approximately  $500.  The sole source of cash has been
contributions  by  the  Company's  Shareholder.  The  Company  has  relied  upon
contributions  by its  shareholder  to fund its  operations  during the  periods
discussed.  The Company has not received any capital  contribution  in cash from
its Shareholder  since initial  contributions as set forth in the Company's Form
10SB dated March 23, 2000.

         The  Company  anticipates  that any need of  working  capital in future
periods will be limited and will be contributed by the Company's Shareholder.


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<PAGE>




         The Company believes that existing cash and cash equivalents, cash flow
from operations will be sufficient to meet the Company's  presently  anticipated
working capital needs for the next 3 months.  To the extent the Company uses its
cash  resources  for its  operations,  the  Company  will be  required to obtain
additional funds, if available,  through borrowings or equity financings.  There
can be no assurance that such capital will be available on acceptable  terms. If
the Company is unable to obtain sufficient financing,  it may be unable to fully
implement its growth strategy.

Material Changes in Operations

         The Company has not had any material  changes in  operations  since its
formation or the date of its Form 10 SB Registration Statement.

Year 2000 Compliance

         The Company has not experienced any Year 2000 complications.

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS

         None.

         ITEM 2 - CHANGES IN SECURITY

         None.

         ITEM 3 - DEFAULTS ON 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

         None.


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<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, thereunto duly
authorized.

September 30, 2000                        TROY ACQUISITION CORPORATION



                                          By:/s/ Tim T. Chang
                                             ----------------
                                                 Tim T. Chang, President





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