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
