TORBAY HOLDINGS INC, 10SB12G/A, 2000-07-27

TORBAY HOLDINGS INC
10SB12G/A, 2000-07-27
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934

TORBAY ACQUISITION CORPORATION
--------------------------------------
(NAME OF SMALL BUSINESS ISSUER)

DELAWARE 52-2102436
-------------------------------- -----------------------------------
(STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER IDENTIFICATION NUMBER
INCORPORATION OR ORGANIZATION)

1504 R STREET, N.W., WASHINGTON, D.C. 20009

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

202/387-5400
-------------
(ISSUER'S TELEPHONE NUMBER)

SECURITIES TO BE REGISTERED UNDER SECTION 12(B) OF THE ACT: NONE

Securities to be Registered Under Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
<PAGE>
PART I

ITEM 1. BUSINESS.

Torbay Acquisition Corporation (the "Company"), was incorporated on June
2, 1998, under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholders.

The Company will attempt to locate and negotiate with a business entity
for the merger of that target company into the Company. In certain instances, a
target company may wish to become a subsidiary of the Company or may wish to
contribute assets to the Company rather than merge. No assurances can be given
that the Company will be successful in locating or negotiating with any target
company.

The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.

PERCEIVED BENEFITS

There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:

* the ability to use registered securities to make
acquisitions of assets or businesses;

* increased visibility in the financial community;

* the facilitation of borrowing from financial institutions;

* improved trading efficiency;

* shareholder liquidity;

* greater ease in subsequently raising capital;

* compensation of key employees through stock options;

* enhanced corporate image;

* a presence in the United States capital market.

POTENTIAL TARGET COMPANIES

A business entity, if any, which may be interested in a business
combination with the Company may include the following:

* a company for which a primary purpose of becoming public
is the use of its securities for the acquisition of
assets or businesses;

* 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;

* a company which wishes to become public with less
dilution of its common stock than would occur upon an
underwriting;

* a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;

* a foreign company which may wish an initial entry into
the United States securities market;

* a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan;

* a company seeking one or more of the other perceived
benefits of becoming a public company.

A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.
<PAGE>

No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.

The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so under the
Securities Exchange Act of 1934.

RISK FACTORS

The Company's business is subject to numerous risk factors, including the
following:

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had no
operating history nor any revenues or earnings from operations. The Company has
no significant assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company can consummate a business combination with a target company. There is no
assurance that the Company can identify such a target company and consummate
such a business combination.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of
the Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While management will prefer business combinations with entities having
established operating histories, there can be no assurance that the Company will
be successful in locating candidates meeting such criteria. In the event the
Company completes a business combination, of which there can be no assurance,
the success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities. A large
number of established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may be merger
or acquisition target candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION--NO STANDARDS
FOR BUSINESS COMBINATION. The Company has no current arrangement, agreement or
understanding with respect to engaging in a merger with or acquisition of a
specific business entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the Company.
There is no assurance that the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target company to have
achieved, or without which the Company would not consider a business combination
with such business entity. Accordingly, the Company may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting only a limited amount of
time per month to the business of the Company. The Company's sole officer has
not entered into a written employment agreement with the Company and he is not
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on its officer and director. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
this individual would adversely affect development of the Company's business and
its likelihood of continuing operations.

CONFLICTS OF INTEREST--GENERAL. The Company's officer and director
participates in other business ventures which may compete directly with the
Company. Additional conflicts of interest and non-arms length transactions may
also arise in the future. Management has adopted a policy that the Company will
not seek a merger with, or acquisition of, any entity in which any member of
management serves as an officer, director or partner, or in which they or their
family members own or hold any ownership interest. See "ITEM 5. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of Interest."

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act") requires companies
subject thereto to provide certain information about significant acquisitions
including certified financial statements for the company acquired covering one
or two years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.

<PAGE>

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has neither
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions contemplated by the Company. Even in the
event demand exists for a merger or acquisition of the type contemplated by the
Company, there is no assurance the Company will be successful in completing any
such business combination.

LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with only one business entity. Consequently, the Company's
activities will be limited to those engaged in by the business entity which the
Company merges with or acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

REGULATION UNDER INVESTMENT COMPANY ACT. Although the Company will be
subject to regulation under the Exchange Act, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. Any such business combination may require shareholders of the
Company to sell or transfer all or a portion of the Company's common stock held
by them. The resulting change in control of the Company will likely result in
removal of the present officer and director of the Company and a corresponding
reduction in or elimination of his participation in the future affairs of the
Company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is based upon a business combination
with a business entity which, in all likelihood, will result in the Company
issuing securities to shareholders of such business entity. The issuance of
previously authorized and unissued common stock of the Company would result in
reduction in percentage of shares owned by the present shareholders of the
Company and would most likely result in a change in control or management of the
Company.

TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company will request that any potential
business opportunity provide audited financial statements. One or more
attractive business opportunities may choose to forego the possibility of a
business combination with the Company rather than incur the expenses associated
with preparing audited financial statements. In such case, the Company may
choose to obtain certain assurances as to the target company's assets,
liabilities, revenues and expenses prior to consummating a business combination,
with further assurances that an audited financial statement would be provided
after closing of such a transaction. Closing documents relative thereto may
include representations that the audited financial statements will not
materially differ from the representations included in such closing documents.

<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 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. 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.

The Company does not have operations and does not maintain computer
systems. Before the Company enters into any business combination, it may inquire
as to the status of any target company's Year 2000 Problem, the steps such
target company has taken or intends to take 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 merge with a target company
that has an uncorrected Year 2000 Problem or that any planned Year 2000 Problem
corrections will be sufficient. The extent of the Year 2000 Problem of a target
company may be impossible to ascertain and any impact on the Company will likely
be impossible to predict.

ITEM 2. PLAN OF OPERATION

The Company intends to merge with or acquire a business entity in exchange
for the Company's securities. The Company has no particular acquisition in mind
and has not entered into any negotiations regarding such an acquisition. Neither
the Company's officer and director nor any affiliate has engaged in any
negotiations with any representative of any company regarding the possibility of
an acquisition or merger between the Company and such other company.

Management anticipates seeking out a target company through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. Management and its affiliates pay referral fees to consultants and
others who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.

The Company has no full time employees. The Company's president has agreed
to allocate a portion of his time to the activities of the Company, without
compensation. The president anticipates that the business plan of the Company
can be implemented by his devoting no more than 10 hours per month to the
business affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officer.

Management is currently involved with other blank check companies, and is
involved in creating additional blank check companies similar to this one. A
conflict may arise in the event that another blank check company with which
management is affiliated is formed and actively seeks a target company.
Management anticipates that target companies will be located for the Company and
other blank check companies in chronological order of the date of formation of
such blank check companies or by lot. However, other blank check companies that
may be formed may differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed after the
Company. In such case, a business combination might be negotiated on behalf of
the more suitable or preferred blank check company regardless of date of
formation or choice by lot. See "ITEM 5, DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS--Current Blank Check Companies"

The Certificate of Incorporation of the Company provides that the Company
may indemnify officers and/or directors of the Company for liabilities, which
can include liabilities arising under the securities laws. Therefore, assets of
the Company could be used or attached to satisfy any liabilities subject to such
indemnification.

<PAGE>

GENERAL BUSINESS PLAN

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature. Management anticipates that
it will be able to participate in only one potential business venture because
the Company has nominal assets and limited financial resources. See ITEM F/S,
"FINANCIAL STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.

The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity
to use securities for acquisitions, providing liquidity for shareholders and
other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.

The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets. However,
management believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
public company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.

The Exchange Act requires that any merger or acquisition candidate comply
with certain reporting requirements, which include providing audited financial
statements to be included in the reporting filings made under the Exchange Act.
The Company will not acquire or merge with any company for which audited
financial statements cannot be obtained at or within a reasonable period of time
after closing of the proposed transaction.

The Company may enter into a business combination with a business entity
that desires to establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.

The Company will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.

Management of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon its own
efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such an outside
consultant or advisor, any cash fee earned by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to pay such obligation.

The Company has entered into an agreement with TPG Capital Corporation to
supervise the search for target companies as potential candidates for a business
combination. TPG Capital Corporation has received common stock of the Company
for a nominal amount in consideration of its agreement to provide such services.
TPG Capital Corporation will pay as its own expenses any costs it incurs in
supervising the search for a target company. TPG Capital Corporation may enter
into agreements with other consultants to assist in locating a target company
and may share stock received by it with such other consultants. TPG Capital
Corporation is an affiliate of the Company's management. See "ITEM 4: SECURITIES
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

Following a business combination the Company may benefit from the services
of others in regard to accounting, legal services, underwritings and corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to the
Company only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

<PAGE>

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. It may also acquire stock or assets of an
existing business. On the consummation of a transaction, it is likely that the
present management and shareholders of the Company will no longer be in control
of the Company. In addition, it is likely that the Company's officer and
director will, as part of the terms of the acquisition transaction, resign and
be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. The issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress the
market value of the Company's securities in the future if such a market
develops, of which there is no assurance.

While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended (the "Code").

With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.

The Company will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of the
Company.

Pierce Mill Associates, Inc. the principal shareholder of the Company, has
orally agreed that it will advance to the Company any additional funds which the
Company needs for operating capital and for costs in connection with searching
for or completing an acquisition or merger. Such advances will be made without
expectation of repayment. There is no minimum or maximum amount Pierce Mill will
advance to the Company. The Company will not borrow any funds to make any
payments to the Company's promoters, management or their affiliates or
associates.

The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in which
the Company's officer, director, and shareholders or any affiliate or associate
serves as an officer or director or holds any ownership interest.

<PAGE>

COMPETITION

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

ITEM 3. DESCRIPTION OF PROPERTY

The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses the offices of
Pierce Mill Associates at no cost to the Company. Pierce Mill Associates has
agreed to continue this arrangement until the Company completes an acquisition
or merger.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.

<TABLE>
<CAPTION>
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
<S> <C> <C>
Pierce Mill Associates, Inc.(1) 4,250,000 85%
1504 R Street, N.W.
Washington, D.C. 20009

TPG Capital Corporation (1) 750,000 15%
1504 R Street, N.W.
Washington, D.C. 20009

James M. Cassidy (2) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009

All Executive Officers and
Directors as a Group (1 Person) 5,000,000 100%
</TABLE>

(1) Mr. Cassidy owns 100% of the issued and outstanding stock of Pierce
Mill Associates, Inc. and is the controlling shareholder, sole director and
officer of TPG Capital Corporation. Pierce Mill Associates, Inc. does not engage
in business operations other than stock ownership in the Registrant and in
similar companies. TPG Capital Corporation has agreed to provide certain
services to the Company. See "PLAN OF OPERATIONS General Business Plan".

(2) As the sole shareholder, officer and director of Pierce Mill
Associates, Inc. and the controlling shareholder, sole director and officer of
TPG Capital Corporation, Mr. Cassidy is deemed to be the beneficial owner of the
common stock of the Company owned by those entities.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The Company has one Director and Officer as follows:
<TABLE>
<CAPTION>
Name Age Positions and Offices Held
---- ---- --------------------------
<S> <C> <C>
James M. Cassidy 63 President, Secretary,
Director
</TABLE>

<PAGE>

There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.

Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which he has
served as such, and the business experience during at least the last five years:

James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor of Science
in Languages and Linguistics from Georgetown University in 1960, a Bachelor of
Laws from The Catholic University School of Law in 1963, and a Master of Laws in
Taxation from The Georgetown University School of Law in 1968. From 1963-1964,
Mr. Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United States
District Court for the Southern District of New York. From 1964-1965, Mr.
Cassidy was law clerk to the Honorable Wilbur K. Miller of the United States
Court of Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the law
firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has
been a principal in the law firm of Cassidy & Associates, Washington, D.C. and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy is a member of the bar of the District of
Columbia and is admitted to practice before the United States Tax Court and the
United States Supreme Court.

PREVIOUS BLANK CHECK COMPANIES

In 1988, management was involved in two blank check offerings. Mr. Cassidy
was vice president, a director and a shareholder of First Agate Capital
Corporation and Consolidated Financial Corporation. In August, 1988, First Agate
Capital Corporation offered 50,000 units at $10.00 for an aggregate of $500,000
in an underwritten offering of its common stock and warrants. First Agate
Capital is no longer a public company and has had no activity since 1991. In
November, 1988, Consolidated Financial Corporation offered 50,000 units at
$10.00 for an aggregate of $500,000 in an underwritten offering of its common
stock and warrants. In 1990, in connection with the change in control of
Consolidated Financial Corporation, Mr. Cassidy transferred all his shares of
Consolidated Financial Corporation common stock without compensation or any
financial benefit and resigned as an officer and director of that company. Mr.
Cassidy has had no further relationship or transactions with Consolidated
Financial Corporation since 1990. As described in public filings made by the
company, in June, 1991, the new management of Consolidated Financial Corporation
effected its merger with A.B.E Industrial Holdings.
<PAGE>

CURRENT BLANK CHECK COMPANIES

Mr. Cassidy is, has been, and may be in the future, the officer, director
and/or beneficial shareholder of other blank check companies including those
listed below. The initial business purpose of each of these companies was or is
to engage in a merger or acquisition with an unidentified company or companies
and each were or will be classified as a blank check company until completion of
a business combination. The following chart summarizes certain information
concerning these companies and the Registrant. In most instances that a business
combination is transacted with one of these companies, it is required to file a
Current Report on Form 8-K noticing the details of the transaction. Reference is
made to the Form 8-K filed for any company listed below for detailed information
concerning the business combination entered into by that company.

<TABLE>
<CAPTION>
Registration
Form/Effective
Date/File
Corporation Number Status
<S> <C> <C>
Tunlaw International Form 10-SB Has not entered into a
Corporation (1) 8/31/97; 0-22785 definitive agreement for a
business combination

Corcoran Technologies Form 10-SB Merger effected December 30, 1997
Corporation(2) 9/30/97; 0-22919 Form 8-K filed January 13, 1998.

Aberdeen Acquisition Form 10-SB Has not entered into a
Corporation (1) 4/11/98; 0-23761 definitive agreement for a
business combination.

Barhill Acquisition Form 10-SB Anticipates stock exchange
Corporation (1) 10/12/98; 0-24801 with specific company.
Form 8-K will be filed if business
combination occurs.

Sunderland Acquisition Form 10-SB Stock exchange and asset
Corporation (2) 10/12/98; 0-24803 acquisition effected April 27,
1999. Form 8-K filed May 4, 1999.

Westford Acquisition Form 10-SB Anticipates merger and
Corporation (1) 10/27/98; 0-24839 stock exchange with
specific companies. Form 8-K
will be filed if business
combination occurs.

Chatsworth Acquisition Form 10-SB Merger effected December 4,
Corporation (2) 4/12/98; 0-23769 1998. Form 8-K filed
December 18, 1998.

Blencathia Acquisition Form 10-SB Has not entered into a
Corporation (1) 4/8/99; 0-25367 definitive agreement for a
business combination.

Warwick Acquisition Form 10-SB Stock exchange with specific
Corporation (1) 4/18/99; 0-25419 company effected May 27, 1999.
Form 8-K filed May 27, 1999.

Torbay Acquisition Form 10-SB Has not entered into a
Corporation (1) 4/18/99; 0-25417 definitive agreement for a
business combination.
</TABLE>

(1) Mr. Cassidy is the sole officer, director and beneficial
shareholder.
(2) Mr. Cassidy was the sole officer and director and remains a
beneficial shareholder.

<PAGE>

RECENT TRANSACTIONS BY BLANK CHECK COMPANIES

On December 30, 1997, Prime Management, Inc., a California corporation,
merged with and into Corcoran Technologies Corporation. Corcoran Technologies
Corporation was formed on March 27, 1997 to engage in a merger or acquisition
with an unidentified company or companies and was structured substantially
identically to the Company, including identical management and beneficial
shareholders. At the time of the merger, Prime Management, Inc. was an operating
transportation company with two wholly-owned subsidiaries, Mid-Cal Express, a
long-haul trucking company hauling shipments of general commodities, including
temperature-sensitive goods, in both intrastate and interstate commerce and
Mid-Cal Logistics, a freight brokerage company. Pursuant to the merger, Corcoran
Technologies Corporation changed its name to Prime Companies, Inc. and Corcoran
Technologies Corporation filed a Form 8-K with the Securities and Exchange
Commission describing the merger. The common stock of Prime Companies, Inc.
trades on the NASD OTC Bulletin Board under the symbol PRMC. Detailed
information concerning Prime Companies, Inc. may be obtained from its filings
under the Exchange Act which are found the EDGAR archives page of the Securities
and Exchange Commission's Website at www.sec.gov.

On December 4, 1998, AmeriCom USA, Inc., a Delaware corporation, merged
with and into Chatsworth Acquisition Corporation. Chatsworth Acquisition
Corporation was formed on December 3, 1997 to engage in a merger or acquisition
with an unidentified company or companies and was structured substantially
identically to the Company, including identical management and beneficial
shareholders. AmeriCom USA, Inc. is an operating Internet advertising company
with one wholly-owned subsidiary, Diversified Associates International, a
California company. Pursuant to the merger, Chatsworth Acquisition Corporation
changed its name to AmeriCom USA, Inc. and Chatsworth Acquisition Corporation
filed a Form 8-K with the Securities and Exchange Commission describing the
merger. AmeriCom USA, Inc. is seeking the admission of its common stock to
quotation on the NASD OTC Bulletin Board. Detailed information concerning
AmeriCom USA, Inc. may be obtained from its filings under the Exchange Act which
are found the EDGAR archives page of the Securities and Exchange Commission's
Website at www.sec.gov.

On April 27, 1999, Capsource, Inc., a Nevada company, Del Mar Mortgage,
Inc., a Nevada company, and Del Mar Holdings, Inc. a Nevada company, entered
into a stock exchange agreement and asset acquisition agreements, respectively,
with Sunderland Acquisition Corporation. Sunderland Acquisition Corporation was
formed on June 2, 1998 to engage in a merger or acquisition with an unidentified
company or companies and was structured substantially identically to the
Company, including identical management and beneficial shareholders. Capsource,
Inc. and Del Mar Mortgage, Inc. are operating loan origination companies and Del
Mar Holdings, Inc. serves as a holding company. Pursuant to the transactions,
Sunderland Acquisition Corporation changed its name to Sunderland Corporation
and filed a Form 8-K with the Securities and Exchange Commission describing the
transactions. Detailed information concerning Sunderland Corporation may be
obtained from its filings under the Exchange Act which are found the EDGAR
archives page of the Securities and Exchange Commission's Website at
www.sec.gov.

<PAGE>

CONFLICTS OF INTEREST

The Company's officer and director has organized and expects to organize
other companies of a similar nature and with a similar purpose as the Company.
Consequently, there are potential inherent conflicts of interest in acting as an
officer and director of the Company. Insofar as the officer and director is
engaged in other business activities, management anticipates that it will devote
only a minor amount of time to the Company's affairs. The Company does not have
a right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.

A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company. It
is anticipated that target companies will be located for the Company and other
blank check companies in chronological order of the date of formation of such
blank check companies or by lot. However, any blank check companies that may be
formed may differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed after the
Company. In such case, a business combination might be negotiated on behalf of
the more suitable or preferred blank check company regardless of date of
formation or choice by lot. Mr. Cassidy will be responsible for seeking,
evaluating, negotiating and consummating a business combination with a target
company which may result in terms providing benefits to Mr. Cassidy.

Mr. Cassidy is the principal of Cassidy & Associates, a securities law
firm located in Washington, D.C. As such, demands may be placed on the time of
Mr. Cassidy which will detract from the amount of time he is able to devote to
the Company. Mr. Cassidy intends to devote as much time to the activities of the
Company as required. However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters prior to those of
the Company. Mr. Cassidy projects that initially up to ten hours per month of
his time may be spent locating a target company which amount of time would
increase when the analysis of, and negotiations and consummation with, a target
company are conducted.

Mr. Cassidy owns 100% of the issued and outstanding stock of Pierce Mill
Associates which owns 4,250,000 shares of common stock of the Company and is the
president, director and controlling shareholder of TPG Capital Corporation, a
Delaware corporation, which owns 750,000 shares of the Company's common stock.
At the time of a business combination, management expects that some or all of
the shares of Common Stock owned by Pierce Mill Associates and shares of Common
Stock owned by TPG Capital Corporation will be purchased by the target company
or retired by the Company. The amount of Common Stock sold or continued to be
owned by Pierce Mill Associates or TPG Capital Corporation cannot be determined
at this time.

<PAGE>

Pierce Mill Associates, Inc. is a company solely owned by Mr. Cassidy to
hold stock in certain companies, including the Registrant. TPG Capital
Corporation serves as a marketing and consulting company for Cassidy &
Associates and its affiliated companies.

The terms of business combination may include such terms as Mr. Cassidy
remaining a director or officer of the Company and/or the continuing securities
or other legal work of the Company being handled by the law firm of which Mr.
Cassidy is the principal. The terms of a business combination may provide for a
payment by cash or otherwise to Pierce Mill Associates or TPG Capital
Corporation for the purchase of all or part of their common stock of the Company
by a target company or for services rendered incident to or following a business
combination. Mr. Cassidy would directly benefit from such employment or payment.
Such benefits may influence Mr. Cassidy's choice of a target company.

The Company may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to the Company where that
reference results in a business combination. No finder's fee of any kind will be
paid by the Company to management or promoters of the Company or to their
associates or affiliates. No loans of any type have, or will be, made by the
Company to management or promoters of the Company or to any of their associates
or affiliates.

The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of the
Company or any affiliates or associates have any interest, direct or indirect.

Management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions involving
management, promoters, shareholders or their affiliates:

(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such
persons prior to a business combination;
(iii) The entering into any business combination
or acquisition of assets in which such
persons have any interest, direct or indirect; or
(iv) The payment of any finder's fees to such persons.

These policies have been adopted by the Board of Directors of the Company,
and any changes in these provisions require the approval of the Board of
Directors. Management does not intend to propose any such action and does not
anticipate that any such action will occur.

<PAGE>

There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce a liability of management to the
Company would most likely be prohibitively expensive and time consuming.

INVESTMENT COMPANY ACT OF 1940

Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities the Company could be subject to regulation under the Investment Company
Act of 1940. In such event, the Company would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940. Any violation of such Act would subject the
Company to material adverse consequences.

ITEM 6. EXECUTIVE COMPENSATION.

The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company.

<PAGE>

The officer and director of the Company will not receive any finder's fee
from the Company as a result of his efforts to implement the Company's business
plan outlined herein. However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the Company. See
"ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has issued a total of 5,000,000 shares of Common Stock to the
following persons for a total of $500 in cash:

<TABLE>
<CAPTION>
Name Number of Total Shares Consideration
---- ----------------------- -------------
<S> <C> <C>
Pierce Mill Associates, Inc. 4,250,000 $425

TPG Capital Corporation 750,000 $75
</TABLE>

Mr. Cassidy, the president and sole director of the Company, is the sole
director and shareholder of Pierce Mill Associates, Inc. and is therefore
considered to be the beneficial owner of the common stock of the Company issued
to Pierce Mill Associates, Inc. With respect to the sales made to Pierce Mill
Associates, Inc., the Company relied on Section 4(2) of the Securities Act of
1933, as amended and Rule 506 promulgated thereunder.

Mr. Cassidy is the sole director, controlling shareholder and president
of TPG Capital Corporation. With respect to the sales made to TPG Capital
Corporation, the Company relied upon Section 3(b) of the Securities Act of 1933,
as amended and Rule 701 promulgated thereunder.

<PAGE>

The shareholders of the Company have executed and delivered "lock-up"
letter agreements which provide that such shareholders shall not sell the
securities except in connection with or following the consummation of a merger
or acquisition. Further, each shareholder has placed its stock certificates with
the Company until such time. Any liquidation by the current shareholders after
the release from the "lock-up" selling limitation period may have a depressive
effect upon the trading price of the Company's securities in any future market
which may develop.

ITEM 8. DESCRIPTION OF SECURITIES.

The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, par value $.0001 per share, and 20,000,000 shares of Preferred
Stock, par value $.0001 per share. The following statements relating to the
capital stock set forth the material terms of the Company's securities; however,
reference is made to the more detailed provisions of, and such statements are
qualified in their entirety by reference to, the Certificate of Incorporation
and the By-laws, copies of which are filed as exhibits to this registration
statement.

COMMON STOCK

Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to time by the Board
of Directors in its discretion from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable.

Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights or sinking
fund provisions with respect to the common stock.

<PAGE>

PREFERRED STOCK

The Company's Certificate of Incorporation authorizes the issuance of
20,000,000 shares of preferred stock, $.0001 par value per share, of which no
shares have been issued. The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of preferred stock so issued would have
priority over the common stock with respect to dividend or liquidation rights.
Any future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of common stock. At present, the Company has no plans to issue
any preferred stock nor adopt any series, preferences or other classification of
preferred stock.

The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede
a business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of the stockholders of the Company, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. The Company has no
present plans to issue any preferred stock.

DIVIDENDS

Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all earnings, if any, for use
in its business operations and accordingly, the Board of Directors does not
anticipate declaring any dividends prior to a business combination.

<PAGE>

RESTRICTIONS ON TRANSFERS OF SECURITIES PRIOR TO BUSINESS COMBINATION

The proposed business activities described herein classify the Company as
a blank check company. See "GLOSSARY". The Securities and Exchange Commission
and many states have enacted statutes, rules and regulations limiting the sale
of securities of blank check companies. Management does not intend to undertake
any efforts to cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan described
herein. Accordingly, the shareholders of the Company have executed and delivered
a "lock-up" letter agreement, affirming that such shareholders shall not sell
their shares of the Company's common stock except in connection with or
following completion of a merger or acquisition resulting in the Company no
longer being classified as a blank check company. The shareholders have
deposited their stock certificates with the Company's management, who will not
release the certificates except in connection with or following the completion
of a merger or acquisition.

TRADING OF SECURITIES IN SECONDARY MARKET

The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of 1933, as amended
(the "Securities Act") of companies which file reports under Sections 13 or
15(d) of the Securities Exchange Act. The Company files such reports. As a
result, sales of the Company's common stock in the secondary trading market by
the holders thereof may be made pursuant to Section 4(1)of the Securities Act
(sales other than by an issuer, underwriter or broker).

If, after a merger or acquisition, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's
securities may be traded in the over-the-counter ("OTC") market. The OTC market
differs from national and regional stock exchanges in that it (1) is not sited
in a single location but operates through communication of bids, offers and
confirmations between broker-dealers and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than the "specialist" common to
stock exchanges. The Company may apply for listing on the NASD OTC Bulletin
Board or may offer its securities in what are commonly referred to as the "pink
sheets" of the National Quotation Bureau, Inc. To qualify for listing on the
NASD OTC Bulletin Board, an equity security must have one registered
broker-dealer, known as the market maker, willing to list bid or sale quotations
and to sponsor the company for listing on the Bulletin Board.

<PAGE>

TRANSFER AGENT

It is anticipated that StockTrans, Inc., Ardmore, Pennsylvania will act as
transfer agent for the common stock of the Company.

GLOSSARY

"Blank Check" Company As defined in Section 7(b)(3) of the
Securities Act, a "blank check" company is a
development stage company that has no
specific business plan or purpose or has
indicated that its business plan is to
engage in a merger or acquisition with an
unidentified company or companies and is
issuing "penny stock" securities as defined
in Rule 3a51-1 of the Exchange Act.

The Company or The company whose common stock is the subject of this
the Registrant registration statement.

Exchange Act The Securities Exchange Act of 1934, as
amended.

"Penny Stock" Security As defined in Rule 3a51-1 of the Exchange Act,
a "penny stock" security is any equity security other
than a security (i) that is a reported security (ii)
that is issued by an investment company (iii) that is a
put or call issued by the Option Clearing Corporation
(iv) that has a price of $5.00 or more (except for
purposes of Rule 419 of the Securities Act) (v) that is
registered on a national securities exchange (vi) that
is authorized for quotation on the Nasdaq Stock Market,
unless other provisions of Rule 3a51-1 are not
satisfied, or (vii) that is issued by an issuer with (a)
net tangible assets in excess of $2,000,000, if in
continuous operation for more than three years or
$5,000,000 if in operation for less than three years or
(b) average revenue of at least $6,000,000 for the last
three years.

Securities Act The Securities Act of 1933, as amended.

Small Business Issuer As defined in Rule 12b-2 of the Exchange Act, a
"Small Business Issuer" is an entity (i) which
has revenues of less than $25,000,000 (ii) whose public
float (the outstanding securities not held by
affiliates) has a value of less than $25,000,000 (iii)
which is a United States or Canadian issuer (iv) which
is not an Investment Company and(v) if a majority-owned
subsidiary, whose parent corporation is also a small
business issuer.

<PAGE>

PART II

ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(A) MARKET PRICE. There is no trading market for the Company's Common
Stock at present and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such a market does
develop, that it will continue.

The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

In order to qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the Nasdaq
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.

<PAGE>

If the Company is unable initially to satisfy the requirements for
quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is conducted
in the OTC market, a shareholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Company's securities.

(B) HOLDERS. There are two holders of the Company's Common Stock. The
issued and outstanding shares of the Company's Common Stock were issued in
accordance with the exemptions from registration afforded by Sections 3(b) and
4(2) of the Securities Act of 1933 and Rules 506 and 701 promulgated thereunder.

ITEM 2. LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

The Company has not changed accountants since its formation and there are
no disagreements with the findings of its accountants.

<PAGE>

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Company has sold securities which were
not registered as follows:

<TABLE>
<CAPTION>
Date Name Number of Shares Consideration
<S> <C> <C> <C>
June 9, 1998 Pierce Mill 4,250,000 $425
Associates, Inc.(1)

June 9, 1998 TPG Capital Corporation (2) 750,000 $75
</TABLE>

--------

(1) Mr. Cassidy, the president and sole director of the Company, is the
sole director and shareholder of Pierce Mill Associates, Inc. and is therefore
considered to be the beneficial owner of the common stock of the Company issued
to Pierce Mill Associates, Inc. With respect to the sales made to Pierce Mill
Associates, Inc., the Company relied on Section 4(2) of the Securities Act of
1933, as amended and Rule 506 promulgated thereunder.

(2) Mr. Cassidy is the sole director, controlling shareholder and
president of TPG Capital Corporation. With respect to the sales made to TPG
Capital Corporation, the Company relied upon Section 3(b) of the Securities Act
of 1933, as amended and Rule 701 promulgated thereunder.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents,
against expenses incurred in any action, suit or proceeding. The Certificate of
Incorporation and the By-laws of the Company provide for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.

The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains such a provision.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

PART F/S

FINANCIAL STATEMENTS.

Attached are unaudited financial statement of the Company as of March 31,
1999 and audited financial statements for the Company for the period ended
December 31, 1998. The following financial statements are attached to this
report and filed as a part thereof.

<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
March 31, 1999
(Unaudited)

<TABLE>
<CAPTION>
<S> <C>
ASSETS
Cash $ 452

TOTAL ASSETS $ 452

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES $ --

STOCKHOLDERS' EQUITY

Preferred Stock, $.0001 par value, 20 million
shares authorized, none issued and outstanding --
Common Stock, $.0001 par value, 100 million shares
authorized, 5,000,000 issued and outstanding 500

Accumulated deficit during developmental stage (48)

Total Stockholders' Equity $ 452

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 452
</TABLE>

<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

<S> <C>
PAGE 1 INDEPENDENT AUDITORS' REPORT

PAGE 2 BALANCE SHEET AS OF DECEMBER 31, 1998

PAGE 3 STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO DECEMBER 31, 1998

PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM JUNE 2, 1998
(INCEPTION) TO DECEMBER 31,1998

PAGE 5 STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO DECEMBER 31, 1998

PAGES 6 - 7 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Torbay Acquisition Corporation
(A Development Stage Corporation)

We have audited the accompanying balance sheet of Torbay Acquisition Corporation
(a development company) as of December 31, 1998 and the related statements of
operations, changes in stockholders' equity and cash flows for the period from
June 2, 1998 (inception) to December 31, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conduct our audit in accordance with generally accepted accounting standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Torbay Acquisition Corporation (a
development stage company) as of December 31, 1998, and its cash flows from June
2, 1998 (inception) to December 31, 1998, in conformity with generally accepted
accounting principles.

Weinberg & Company, P.A.

Boca Raton, FL
January 4, 1999

<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1998

ASSETS

<S> <C>
Cash $ 500
--------

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

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES $ --

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 20 million shares authorized, none issued
and - Common stock, $0.0001 par value, 100 million shares authorized,
5,000,000 issued and
outstanding 500
---------

Total Stockholders' Equity 500
---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 500
=========

See accompanying notes to financial statements.

2
</TABLE>

<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO DECEMBER 31, 1998

June 2, 1998
(Inception) to
December 31, 1998
--------------------

<S> <C>
REVENUES $ --
------------

EXPENSES $ --
------------

NET LOSS $ --
============

Net loss per share - basic and diluted $ --
============
Weighted average number of shares outstanding during the period - basic and
diluted 424,528
===========
</TABLE>

See accompanying notes to financial statements.

3
<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO DECEMBER 31, 1998

Common Stock Total
------------ -----

<S> <C> <C>
Common stock issuance $ 500 $ 500

Net income for the period ended December 31, 1998 -- $ --
----------- --------

BALANCE AT DECEMBER 31, 1998 $ 500 $ 500
=========== ========

</TABLE>

See accompanying notes to financial statements.

4
<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO DECEMBER 31, 1998

CASH FLOWS FROM OPERATING ACTIVITIES:

<S> <C>
Net income $ --
Adjustments to reconcile net income to net cash provided by operating activities: --
----------
Net Cash Provided by Operating Activities --
----------

CASH FLOWS FROM INVESTING ACTIVITIES: --
----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock 500
----------
Net Cash Provided by Financing Activities 500
----------

INCREASE IN CASH AND CASH EQUIVALENTS 500

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD --
----------

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 500
==========
</TABLE>

See accompanying notes to financial statements.

5
<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Torbay Acquisition Corporation (a development stage company) (the
"Company") was incorporated in Delaware on June 2, 1998 to serve as a
vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. At December 31, 1998, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation and proposed fund raising. The
Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the capital
it will require through the issuance of equity securities, debt
securities, bank borrowing or a combination thereof.

(B) Use of Estimates

The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.

For the purposes of the statements of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

(D) Incomes Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" (Statement 109"). Under Statement 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributed to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income
tax expenses or benefits due to the Company not having any operations
for the period ended December 31, 1998.

6
<PAGE>

TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998

(E) New Accounting Pronouncements

The Financial Accounting Standards Board has recently issued several
new accounting pronouncements. Statement No. 129, "Disclosure of
Information about Capital Structure" establishes standards for
disclosing information about an entity's capital structure, is
effective statements for periods ending after December 15, 1998, and
has been adopted by the Company as of December 31, 1998. Statement No.
130, "Reporting Comprehensive Income" establishes standards for
reporting and display of comprehensive income and its components, and
is effective for fiscal years beginning after December 15, 1997.
Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information" establishes standards for the way that public
business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas, and
major customers, and is effective for financial statements for periods
beginning after December 15, 1997. The Company believes that its
adoption of Statements 130 and 131 will not have a material effect of
operations.

NOTE 2 STOCKHOLDERS' EQUITY

(A) Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock
at $0.0001 par value, with such designations, voting and other rights,
and preferences as may be determined from time to time by the Board of
Directors.

(B) Common Stock

The Company is authorized to issue 100,000,000 shares of common stock
at $0.0001 par value. The Company issued 4,250,000 and 75,000 shares to
Pierce Mill Associates, Inc. and TPG Capital Corporation, respectively.

NOTE 3 RELATED PARTIES

Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce Mill
Associates, Inc., the 85% shareholder. The same party is also the
controlling owner of TPG Capital Corporation, the 15% shareholder.

7
<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS.

EXHIBIT NUMBER DESCRIPTION

(2) Articles of Incorporation and By-laws:
2.1* Certificate of Incorporation
2.2* By-Laws
(3) Instruments Defining the Rights of Holders
3.1* Lock-Up Agreement with Pierce Mill Associates
3.2* Lock-Up Agreement with TPG Capital Corporation
23.1 Consent of Independent Auditors
------------
* Previously Filed

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this amendment to its registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.

TORBAY ACQUISITION CORPORATION

By: /s/ William Thomas Large
----------------------------------------------
William Thomas Large, Director and President

July 20, 2000