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
JUNE 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
JUNE 30, 1999
COMMON STOCK, PAR VALUE $0.0001 5,000,000
<PAGE>
TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
<TABLE>
<S> <C> <C>
PAGE 1 BALANCE SHEETS AS OF JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998
PAGE 2 STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE
30, 1999 AND FOR THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO JUNE 30,
1999 (UNAUDITED)
PAGE 3 STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND FOR
THE PERIOD FROM JUNE 2, 1998 (INCEPTION) TO JUNE 30, 1999 (UNAUDITED)
PAGE 4 NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JUNE 30, 1999
DECEMBER 31, 1998 (UNAUDITED)
------------------ --------------
<S> <C> <C>
Cash $ 500 $ 428
------------------ --------------
TOTAL ASSETS $ 500 $ 428
------------ ================== ==============
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 -- (72)
------------------ --------------
TOTAL STOCKHOLDERS' EQUITY 500 428
------------------ --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 500 $ 428
------------------------------------------ ================== ==============
</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 SIX MONTHS
(INCEPTION) TO ENDED ENDED
JUNE 30, 1999 JUNE 30, 1999 JUNE 30, 1999
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
---------------------- ---------------------- ----------------------
EXPENSES
Bank charges 72 24 72
---------------------- ---------------------- ----------------------
NET LOSS $ (72) $ (24) $ (72)
-------- ====================== ====================== ======================
Net loss per share -
basic and diluted $ -- $ -- $ --
====================== ====================== ======================
Weighted average number of shares
outstanding during the period - basic
and diluted 2,531,807 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 SIX
(INCEPTION) TO MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1999
------------------------ ---------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (72) $ (72)
Adjustments to reconcile net loss to net cash used in
operating activities -- --
------------------------ ---------------------------
NET CASH USED IN OPERATING ACTIVITIES (72) (72)
------------------------ ---------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 500 --
------------------------ ---------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 500 --
------------------------ ---------------------------
NET INCREASE IN CASH 428 (72)
CASH AND CASH EQUIVALENTS -
BEGINNING -- 500
------------------------ ---------------------------
CASH AND CASH EQUIVALENTS -
ENDING $ 428 428
------- ======================== ===========================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
TORBAY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 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 six
months ended June 30, 1998 since the Company was completely inactive
through June 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.
4
<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), AND ITS CLASS OF COMMON STOCK REGISTERED UNDER THE EXCHANGE ACT
MAY BE TRADED IN THE UNITED STATES SECURITIES MARKETS PROVIDED THAT THE COMPANY
IS THEN IN COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING
COMPLIANCE WITH ITS REPORTING REQUIREMENTS 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 ARE QUALIFIED FOR TRADING IN THE UNITED
STATES SECONDARY MARKET. THE COMPANY MEETS 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.
<PAGE>
THESE BENEFITS ARE COMMONLY THOUGHT TO INCLUDE (1) THE ABILITY TO USE REGISTERED
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) 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 RERPOTING
COMPANY.
MANAGEMENT IS 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. IT IS NOT POSSIBLE AT THIS TIME TO
PREDICT WITH WHICH PRIVATE COMPANY, IF ANY, THE COMPANY WILL ENTER INTO A
DEFINITIVE AGREEMENT OR WHAT WILL BE THE INDUSTRY, OPERATING HISTORY, REVENUES,
FUTURE PROSPECTS OR OTHER CHARACTERISTICS OF THAT COMPANY.
AS OF THE DATE HEREOF, MANAGEMENT HAS NOT MADE ANY FINAL DECISION CONCERNING OR
ENTERED INTO ANY AGREEMENTS FOR A BUSINESS COMBINATION. WHEN ANY SUCH AGREEMENT
IS REACHED OR OTHER MATERIAL FACT OCCURS, THE COMPANY WILL FILE NOTICE OF SUCH
AGREEMENT OR FACT WITH THE SECURITIES AND EXCHANGE COMMISSION ON FORM 8-K.
PERSONS READING THIS FORM 10-QSB ARE ADVISED TO SEE IF THE COMPANY HAS
SUBSEQUENTLY FILED A FORM 8-K.
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 SEEK TO CAUSE ITS COMMON STOCK TO BE LISTED OR
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.
<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 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 ocmpany 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
Not applicable.
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
<PAGE>
There were no reports on Form 8-K filed by the Company during the quarter.
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
