UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Southampton Partners, Inc.
--------------------------
(Name of Small Business Issuer in its charter)
Delaware 11-3320705
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
19 Mary's Lane, Southampton, NY 11968
------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (631) 204-1150
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Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
------------------------------------- -----------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, par value $.0001 per share
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(Title of Class)
[Cover page 1 of 2 pages]
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Forward Looking Statements: This Form 10-SB contains, or incorporates by
reference, certain statements that may be deemed "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, each as amended. All statements, other
than statements of historical facts, that address activities, events or
developments that our Company intends, expects, projects, believes or
anticipates will or may occur in the future are forward-looking statements. Such
statements are based on certain assumptions and assessments made by management
of our Company in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors it
believes to be appropriate. The forward-looking statements included in this Form
10-SB are also subject to a number of material risks and uncertainties.
Stockholders and prospective investors are cautioned that such forward-looking
statements are not guarantees of future performance and that actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements.
[Cover page 2 of 2 pages]
<PAGE>
Part I
Item 1. Description of Business.
General:
Southampton Partners, Inc. (the "Company" or "we") was formed pursuant to
the corporation laws of the State of Delaware on May 15, 1996, and we have our
principal office in Southampton, New York. We were formed for the purpose of
engaging in computer software publishing and reselling, also known as
"Shareware." However, lack of funds made it difficult for us to maintain
business operations and we eventually became inactive. Our corporate charter was
eventually revoked on March 1, 1998 by the State of Delaware for our failure to
pay required taxes and for lack of a registered agent. All non-remitted taxes on
behalf of our Company have been paid and we have appointed a registered agent.
We filed a Certificate of Renewal and Revival of Certificate of Incorporation
pursuant to Section 312 of the General Corporation Law of the State of Delaware,
resulting in the reinstatement of our corporate charter on January 15, 1999. We
are currently searching for a merger or other possible business transaction with
a suitable privately held company. We are voluntarily filing this Form 10-SB
registration statement because we believe we will be more attractive to merger
or business combination candidates if we are a public and reporting company.
Proposed Business:
We currently have no operations, no revenue, own no assets and no
full-time employees. We have not engaged in any business activity other than
organizational matters since our inception. We intend to restructure ourselves
in order to be used as a "shell" for the purpose of merging with or acquiring a
suitable privately held operating company with both a business history and
operating assets. Our primary activity will be to identify and negotiate with a
business entity with whom we can combine with. We do not intend to combine with
a privately held company determined to be an investment company which would then
subject our Company to the Investment Company Act of 1940, as amended.
We believe a privately held operating company intending to merge,
consolidate or reorganize with us will have the advantage of acquiring an
ownership interest in a public company without the costs and the time that would
be incurred when conducting an initial public offering. We believe that the
process of selecting a suitable privately held company and the subsequent merger
or business transaction with us to become a public company may be extremely
complex and risky. We have not yet selected any company for a merger or business
combination and do not intend to limit potential business combinations to any
particular fields, industry or geographic location. In our search for a suitable
privately held company to combine with, we are determined to consider only
companies, which we believe, have growth opportunities.
Because we have no revenues we will be unable to satisfy any liabilities
incurred prior to the combination with a privately held company. If negotiations
and transactions fail prior to a successful consummation, we may not be able to
continue to pursue new business opportunities with other privately held
companies. If this occurs, it is foreseeable that our
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<PAGE>
Company's common stock may become worthless and our stockholders may receive, if
any, a nominal distribution, upon our Company's liquidation and dissolution. We
can not predict the resulting value of the merger or business transaction for
the owners of the privately held company selected for a business combination.
The privately held company selected for the business combination may incur
significant expenses and costs associated with the business combination
including legal, accounting and administrative fees and expenses.
Additional Investment Considerations and Risk Factors:
An investment in our Common Stock is highly speculative, and brings with
it a number of investment considerations and risk factors which an existing
stockholder or prospective purchaser of our Common Stock should take into
account. Among these are the following:
We Have No Revenue, No Assets and No Operations.
We are an inactive Delaware corporation and may remain dormant if we do
not merge or combine with another business entity. We can not predict the
financial condition of our Company. Our operating expenses, in all likelihood,
will increase without any corresponding revenues, at least until a business
combination takes place. We will incur a net operating loss until we are able to
merge, or combine with another entity. We can not provide assurances that our
Company will identify a target entity and a business combination will ever
occur.
We Currently Do Not Have An Agreement For A Business Combination.
At the current juncture, we have no agreement, understanding or
arrangement with a specific business entity. We can not provide assurances that
a suitable business entity will be identified or if a business combination will
ever occur.
Additional Financing May Be Necessary.
We may require additional capital, or additional financing in the near
future. There can be no assurance that we will be able to arrange additional
financing, and if such financing is available, whether debt or equity, it may
not be on terms favorable to our Company.
We Are Dependent Upon Robert Wilson for the Management and the Conduct of Our
Business.
As noted throughout this Report, we are highly dependant upon Robert
Wilson, our President, Secretary, Treasurer and sole director, and his ability
to investigate and evaluate a suitable business entity to combine with. Mr.
Wilson will not devote his entire time to the business affairs of our Company.
Mr. Wilson only has a verbal arrangement with our Company to work without
compensation. The loss or unavailability of Mr. Wilson may have a materially
adverse effect on our business and potential earning capacity. We currently do
not maintain any key person insurance to compensate us if we lose the services
of Mr. Wilson, nor do we intend to purchase key person insurance.
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Competition.
We will be an insignificant participant among the firms which engage in
mergers or acquisitions of companies. Established entities may have greater
financial resources, technical expertise and management availability than our
Company. Smaller public companies are also active in seeking companies to merge
with or acquire. We are at a significant disadvantage because we have no
financial resources and have limited management availability.
We Are Not Trading on a Market.
We are presently not trading on a market. We can not provide assurances
that we will in the future trade on a market. If a market does develop, we can
not provide assurances that it will be maintained. We plan to request a
broker-dealer to make an application to the NASD Regulation, Inc. to have our
Company's securities traded on the OTC Bulletin Board published in electronic or
print media, or in the National Quotation Bureau LLC "Pink Sheets". A trading
market may not be able to be developed until we have completed a merger or
acquisition and the combined company has complied with the 1934 Act or the
Securities Act of 1933, as amended, if required.
Conflicts of Interest.
Potential conflicts of interests between our Company and our officer and
director may occur. Our officer and director may pursue or engage in business
activities, which may be similar or dissimilar to those engaged in by our
Company. We can not provide assurances that potential conflicts of interests
will resolve in our Company's favor.
Change in Control and Management and the Reduction of Percentage Share Ownership
Following Business Combination.
If a business combination or transaction occurs, the issuance of our
Common Stock to the shareholders of the company to be combined with may result
in a change in control and management within our Company. Our director may, as a
result of the business transaction, resign or be replaced without the vote of
our Company shareholders. A business combination or transaction will, in all
likelihood, result in a significant issuance of our shares and a substantial
dilution to our current shareholders.
We May Rely On Unaudited Financial Statements.
We will require audited financial statements from the potential target
company we plan to merge or combine with. However, we can not provide assurances
that audited financial statements will be available prior to the business
transaction. We may rely on unaudited financial statements if audited financial
statements are not available. If we rely on unaudited financial statements we
may not have full and accurate information regarding the target company's
financial condition or operating history.
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<PAGE>
Regulation.
We will be subject to regulation under the 1934 Act. However, we believe
we will not be subject to regulation under the Investment Company Act of 1940,
since we will not be engaged in the business of investing or trading in
securities. If we engage in business combinations which result in our Company
holding passive investment interests in a number of entities, we could be
subject to regulation under the Investment Company Act of 1940. In such event,
we may incur registration and compliance costs. We have not obtained a formal
determination from the Securities and Exchange Commission as to the status of
our Company under the Investment Company Act of 1940. Any violation of the
Investment Company Act of 1940 would subject our Company to material adverse
consequences.
Taxation.
Federal and state tax consequences will, in all likelihood, be significant
considerations in any business combination we may undertake. We intend to
structure any business combination so as to minimize the federal and state tax
consequences to both our Company and the target entity. We intend to investigate
tax free treatment opportunities for both companies. However, we can not provide
assurances that the business combination will not result in the imposition of
both federal and state taxes which may have an adverse effect on both parties to
the transaction.
Year 2000 Issues.
Since we do not have assets, including personal property such as
computers, we have not experienced any problems with computer systems relating
to a computer's inability to recognize certain dates related to the Year 2000.
We do not anticipate incurring any material disruptions or any material expenses
as a consequence of Year 2000 issues. We intend to address Year 2000 issues with
merger or business combination candidates. However, we can not provide
assurances that Year 2000 issues will be avoided by the new management if any
business combination does occur.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation:
Within the next twelve months, we intend to restructure ourselves in order
to be used as a "shell" for the purpose of merging with, acquiring or conducting
another form of business combination with a privately held company with growth
value in exchange for our Company's securities. We believe we will be attractive
to merger or acquisition candidates because of our status as a corporation with
a class of securities registered under the Securities Act. We are voluntarily
filing this Form 10-SB registration statement and we intend to continue to file
all reports required under the Exchange Act until a business combination has
occurred. As of the filing of this Form 10-SB, we have not entered into
negotiations with any specific company regarding the possibility of a business
combination with our Company.
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<PAGE>
We will not limit our search to any particular business fields, industry,
or geographic location. We believe that the process of selecting a suitable
privately held company and the subsequent merger or business transaction will be
extremely risky and complex. We presently have no operations, no revenue and own
no assets. However, we believe a business combination will create the advantage
of acquiring an ownership interest in a publically registered company without
the costs or the time that would be incurred when conducting an initial public
offering. Our management has not conducted any market research on the potential
benefits a privately held company may receive if it participates in a business
combination with us.
Our management, led by Robert Wilson, will analyze the business
opportunities for our Company. Factors such as the prospective candidate's
operating history, financial and managerial resources, technical expertise,
assets and potential for generating revenues will be relevant when analyzing
business opportunities for our Company.
We currently have no full-time employees. Mr. Wilson, our President,
Secretary, Treasurer and sole director, will not devote his entire time to the
business affairs of our Company. If we engage in a business combination with
another company the number of employees may change significantly.
Item 3. Description of Property.
Presently, we are utilizing office space without charge at the residence
of our Company's President located at 19 Mary's Lane, Southampton, New York
11968. These facilities are suitable for us considering we are presently
inactive.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table of stock ownership and notes thereto relate as of
November 27, 2000 to the ownership of Common stock, par value $.0001 per share
(the "Common Stock") of the Company by (i) each person known to be the
beneficial owner of more than 5% of such voting security, (ii) each director,
(iii) each named executive officer and (iv) all executive officers and directors
as a group. The percentages have been calculated by taking into account all
shares of Common Stock owned on such date as well as all such shares with
respect to which such person has the right to acquire beneficial ownership at
such date or within 60 days thereafter. Unless otherwise indicated, all persons
listed below have sole voting and sole investment power over the shares owned.
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<PAGE>
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Ownership(1)(2) of Class
------------------- --------------- --------
Robert Wilson 790,100(3) 79%
19 Mary's Lane
Southampton, NY 11968
All directors and executive officers
as a group (1 Person) 790,100 79%
--------------------------------------------------
(1) Based on a total of 1,000,100 shares of Common Stock issued and outstanding.
(2) All such ownership is direct unless otherwise stated.
(3) A total of 790,000 shares of Common Stock were issued in exchange for
services rendered pursuant to an offering made under Regulation D 504 of the
Securities Act of 1933, as amended.
Item 5. Directors and Executive Officers, Promoters and Control Persons.
Because of our relatively inactive status, we currently have only one
director, whose term will expire at next year's Annual Meeting of Stockholders.
We will take steps to appoint two other directors in the near future. The
following table contains information regarding our director and executive
officers:
Name Age Position / Offices Held Director Since
Robert Wilson 41 President, Treasurer, Secretary 1996
The following is a brief account of the business experience for the last
five years for the above mentioned individual:
Robert Wilson has been the President, Treasurer, Secretary and sole
director of our Company for the past four years. He also presently serves as a
Professor of Finance at C.W. Post University. Mr. Wilson is also the Founder and
Owner of Robert Wilson Investment Advisors, Inc.. He is an established
consultant for broker dealers and has demonstrated expertise in increasing
company performance and profitability.
Mr. Wilson received an A.A.S. degree in Business Administration from
Suffolk County Community College. He received a B.S. degree in Management and a
M.S. degree in Finance Management from the University of New Haven.
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<PAGE>
Item 6. Executive Compensation.
Mr. Wilson is an officer and director for our Company and has received no
monetary compensation for services rendered during his tenure.
Item 7. Certain Relationships and Related Transactions.
Transactions with Promoters:
Robert A. Wilson received 100 shares of our Common Stock in consideration
of $3,838.00 in cash. Mr. Wilson also received 790,000 shares of our Common
Stock in exchange for services rendered pursuant to Rule 504 under Regulation D
of the Securities Act of 1933, as amended.
Mr. Wilson currently holds executive positions as President, Treasurer and
Secretary and is a member of our Board of Directors.
Mr. Wilson is currently permitting our Company to utilize space without
charge at his residence.
Item 8. Description of Securities.
Common Stock.
Our Certificate of Incorporation authorizes the issuance of up to two
hundred million (200,000,000) shares of our Common Stock, par value $.0001 per
share. Our Common Stock carries no preemptive or subscription rights and is not
redeemable. Each share of our Common Stock is entitled to one vote, however,
cumulative voting in the election of directors is denied. Subject to any
preferential rights of preferred stock, all shares of common stock are entitled
to participate equally in dividends and rank equally upon liquidation. All of
the outstanding shares of our Common Stock is fully paid and non-assessable.
There are presently no restrictions on repurchases of Common Stock by our
Company relating to the dividend or sinking fund installment.
Liquidation Rights.
In the event of a liquidation of our Company, whether or not voluntary,
all stockholders (Warrants excluded) are entitled to a pro rata distribution
after payment of any claims.
Dividend Policy.
We have not declared or paid a cash dividend since inception and we do
not contemplate any in the foreseeable future. Dividends will be payable when
and if declared by the Board of Directors.
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<PAGE>
Transfer Agent.
The Manhattan Transfer Registrar Co., 58 Dorchester Rd., Lake Ronkonkoma,
New York 11779, will act as the transfer agent for our Common Stock.
Part II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
Market Information.
(a) Presently, our shares of Common Stock are not trading on a market.
Our shares have never traded on a market to date. We can not provide
assurances that a trading market will develop. If a market does
develop, we can not provide assurances that it will be maintained.
(b) The number of holders of our Common Stock was approximately 114 on
November 27, 2000, computed by the number of record holders,
inclusive of holders for whom shares are being held in the name of
brokerage houses and clearing agencies.
(c) We have not paid any cash dividends on our Common Stock, nor does
our Board of Directors intend to declare cash dividends on our
Common Stock in the foreseeable future, in order to conserve cash
for working capital purposes.
Item 2. Legal Proceedings.
We are not engaged in any litigation or governmental proceedings.
Item 3. Changes in and Disagreements with Accountants.
None.
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<PAGE>
Item 4. Recent Sales of Unregistered Securities.
Within the past three years, we sold the following without registering
the securities under the Securities Act:
(a) Date: September 29, 1997
Title: Southampton Partners, Inc. Common Stock
Amount Sold: 100,000 units (10 Shares of each Unit) in exchange
for services.
(b) The offering was self-underwritten and was offered to a select group
personally known to Robert Wilson, our President.
(c) In exchange for the shares issued hereunder we received a number of
services in lieu of cash consideration. These services include the
following: (i) management and corporate planning services; (ii)
consulting services; and (iii) administrative services.
(d) The offering was conducted pursuant to Rule 504 promulgated under
Regulation D ("Rule 504") of the Securities Act of 1933, as amended
(the "Act"). In making the offering, we relied upon the opinion of
outside legal counsel, who, upon examination of our Company's (i)
Certificate of Incorporation; (ii) Offering Memorandum and (iii)
other relevant documents and instruments, opined that the offering
was properly conducted pursuant to Rule 504 of the Act; and with
reliance thereon the shares sold thereunder may be issued without
being registered under the Act.
Item 5. Indemnification of Directors and Officers.
Indemnification.
Section 145 of the Delaware General Corporate Law contains provisions
entitling directors and officers to indemnification from judgments, fines,
amounts paid in settlement, and reasonable expenses, including attorney's fees
for their involvement in an action or proceeding as a Company director or
officer provided they acted in good faith. Directors and officers, who are the
subject of an action or a proceeding in which they lose on the merits or are
convicted for a criminal act are not entitled to indemnification.
However, indemnification of directors, officers or control persons for
liabilities arising under the Securities Act of 1933 or otherwise is considered
against public policy by the Securities and Exchange Commission and
unenforceable. If a claim arises for indemnification against such liabilities,
our Company will submit the issue of indemnification to a court of competent
jurisdiction and will comply with any final determination.
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PART F/S
Financial Statements
The following financial statements filed with this Report on Form 10-SB
for the period May 15, 1996 (Inception) to December 31, 1999 have been certified
by Gregory N. Ferraris, CPA, LLC, independent public accountants:
Report Independent Auditors;
Statement of Financial Position as of December 31, 1999;
Statement of Operations for the period May 15, 1996 (Inception)
to December 31, 1999;
Statement of Stockholder's Equity for the period May 15, 1996 (Inception)
to December 31, 1999;
Statement of Cash Flows for the period May 15, 1996 (Inception)
to December 31, 1999; and
Notes to Financial Statements.
The following financial statements (unaudited) filed with this Report on
Form 10-SB for the Six Months Ended June 30, 2000 have been certified by Peter
J. Volpe, CPA, independent public accountant:
Accountants Compilation Report;
Balance Sheet as of June 30, 2000;
Statement of Operations for the Six Months Ended June 30, 2000; and
Statement of Cash Flow for the Six Months Ended June 30, 2000.
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Southampton Partners, Inc.
(A Development Stage Company)
REPORT ON FINANCIAL STATEMENTS
Period May 15, 1996 (inception) to December 31, 1999
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
REPORT ON FINANCIAL STATEMENTS
Period May 15, 1996 (inception) to December 31, 1999
C O N T E N T S
Page
----
Report of Independent Auditors F-3
Financial Statements
Statement of Financial Position as of
December 31, 1999 F-4
Statement of Operations for the period
May 15, 1996 (inception) to December 31, 1999 F-5
Statement of Stockholders' Equity for the period
May 15, 1996 (inception) to December 31, 1999 F-6
Statement of Cash flows for the period
May 15, 1996 (inception) to December 31, 1999 F-7
Notes to Financial Statements F-8
<PAGE>
Board of Directors and Stockholders
Southampton Partners, Inc.
Southampton, New York
REPORT OF INDEPENDENT AUDITORS
I have audited the balance sheet of Southampton Partners, Inc. (a development
stage company) as of December 31, 1999, and the related statements of
operations, stockholders' equity and cash flows for the period May 15, 1996
(inception) to December 31, 1999. 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.
I conducted my audit in accordance with generally accepted auditing 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 statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Southampton Partners, Inc. as of
December 31, 1999 and the results of its operations and its cash flows for the
period May 15, 1996 (inception) to December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, Southampton
Partners, Inc. is in the development stage and the Company's ability to continue
in the normal course of business is dependent upon it's ability to effectuate a
successful business combination. This uncertainty raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
/s/ Gregory N. Ferraris, CPA, LLC
Sag Harbor, New York
September 30, 2000
<PAGE>
Southampton Partners, Inc.
(A Development State Company)
STATEMENT OF FINANCIAL POSITION
Period May 15, 1996 (inception) to December 31, 1999
ASSETS $ --
=======
LIABILITIES
Accrued expense $ 1,140
-------
Total liabilities 1,140
STOCKHOLDERS' EQUITY
Common stock $.0001 par value; 200,000,000 shares
authorized; 1,000,100 issued and outstanding;
200,000 warrants issued, exercisable at $5 per share 100
Additional paid-in capital 8,120
Deficit accumulated during development stage (9,360)
-------
Total stockholders' equity (1,140)
-------
Total liabilities and stockholders' equity $ --
=======
F-4
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Period May 15, 1996 (inception) to December 31, 1999
<TABLE>
<CAPTION>
5/15/96
Year ended December 31, (inception) to
1997 1998 1999 12/31/99
----------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
REVENUE $ -- $ -- $ -- $ --
EXPENSES
Legal and professional 1,250 420 1,450 5,320
Taxes and licenses 897 142 380 1,986
General and administrative 1,413 542 227 2,054
----------- ----------- ----------- -----------
Total expenses 3,560 1,104 2,057 9,360
----------- ----------- ----------- -----------
NET LOSS $ (3,560) $ (1,104) $ (2,057) $ (9,360)
=========== =========== =========== ===========
NET LOSS PER SHARE (Note 2) $ (0.0036) (0.0011) (0.0021) (0.0094)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING 1,000,100 1,000,100 1,000,100 1,000,100
=========== =========== =========== ===========
</TABLE>
F-5
<PAGE>
Southampton Partners, Inc.
(A Development State Company)
STATEMENT OF STOCKHOLDER'S EQUITY
Period May 15, 1996 (inception) to December 31, 1999
<TABLE>
<CAPTION>
Common Stock Deficit
200,000,000 Shares Accumulated
$.0001 Par Value Additional during Total
--------------------- Paid - In Development Stockholders
Shares Par Value Capital Stage Equity
--------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Issuance of stock at inception 100 $ 1 $ 2,637 $ $ 2,638
Capital Contributions $ 5,483 $ 5,483
Additional stock issued - including 200,000
warrants issued at $5 per share 1,000,000 99 99
Net loss from inception
May 15, 1996 to December 31, 1999 (9,360) (9,360)
--------- --------- --------- -------- ---------
Balance, December 31, 1999 1,000,100 $ 100 $ 8,120 $ (9,360) $ (1,140)
========= ========= ========= ======== =========
</TABLE>
F-6
<PAGE>
Southampton Partners, Inc.
(A Development State Company)
STATEMENT OF CASH FLOWS
Period May 15, 1996 (inception) to December 31, 1999
<TABLE>
<CAPTION>
5/15/96
Year ended December 31, (inception) to
1997 1998 1999 12/31/99
------- ------- ------- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $(3,560) $(1,104) $(2,057) $(9,360)
Adjustments to reconcile net loss to net cash
used in operations:
Increase in accrued expenses 380 380 380 1,140
------- ------- ------- -------
Net cash used in operating activities (3,180) (724) (1,677) (8,220)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock 3,180 724 1,677 8,220
------- ------- ------- -------
Net cash provided by financing activities 3,180 724 1,677 8,220
------- ------- ------- -------
Net change in cash and cash equivalents -- -- -- --
Cash and cash equivalents, beginning of period -- -- -- --
------- ------- ------- -------
Cash and cash equivalents, end of year $ -- $ -- $ -- $ --
======= ======= ======= =======
</TABLE>
F-7
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Period May 15, 1996 (inception) to December 31, 1999
1 - ORGANIZATION
Southampton Partners, Inc. (the "Company") is a Delaware Corporation which
was formed on May 15, 1996. The company has not engaged in any business
activities and is in the development stage. The Company's fiscal year end
is December 31.
The Company is in the development stage, as defined in Statement of
Financial Accounting Standard No. 7 (FAS 7). As of December 31, 1999,
cumulation from date of inception financial data information has not been
shown. To date, the Company has devoted its efforts to various
organizational activities, including developing its business strategy and
raising capital.
On November 7, 1997 the Company filed an offering memorandum in connection
with a private placement offering of its securities under rule 504(D) of
the Securities Act of 1933, as amended. The Company issued 100,000 units,
each consisting of ten shares of common stock and two stock warrants.
There was no capital raised as a result of this private placement
offering.
The above factors raise substantial doubt about the ability of the Company
to continue as a going concern. The accompanying financial statements do
not include any adjustments relating to the recoverability and
classification of the recorded asset amounts and classification of
liabilities that might result should the Company be unable to continue as
a going concern.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.
b. Estimates
The preparation of 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.
F-8
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Period May 15, 1996 (inception) to December 31, 1999
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
c. Net Loss Per Share
Net loss per share is computed using the weighted average number of common
and common equivalent shares outstanding during the period. Pursuant to a
Securities and Exchange Commission Staff Accounting Bulletin, all common
stock issued by the company during the twelve months preceding the
offering date at prices below the offering price have been included in the
calculation of weighted average shares outstanding as if they were
outstanding for the entire period.
3 - STOCKHOLDERS EQUITY
Capitalization
Pursuant to the Company's certificate of incorporation, the Company is
authorized to issue 200,000,000 shares of common stock. The stock has a
$.0001 par value. Each share of common stock has one vote in all matters.
4 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The methods and assumptions used to estimate the value of the following
classes of financial instruments were:
Current Assets and Current Liabilities: The carrying amount of cash,
current receivables and payables and certain other short-term financial
instruments approximate their fair value.
F-9
<PAGE>
Volpe & Associates
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
FINANCIAL STATEMENTS
(Unaudited)
FOR THE SIX MONTHS ENDED
JUNE 30, 2000
<PAGE>
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
Page
----
Accountants Compilation Report F-3
Financial Statements:
Balance Sheet as of June 30, 2000 F-4
Statement of Operations for the Six Months Ended June 30, 2000 F-5
Statement of Cash Flows for the Six Months Ended June 30, 2000 F-6
<PAGE>
Volpe & Associates
VOLPE & ASSOCIATES
Certified Public Accountants
61 Montagu Street
Charleston, SC 29401
843-853-1039
Accountant's Compilation Report
Board of Directors and Stockholders
Southampton Partners, Inc.
Southampton, New York
We have compiled the accompanying Balance Sheet of Southampton Partners, Inc. (a
development stage company) as of June 30, 2000, and the related statements of
Operations and Cash Flows for the six month period ended June 30, 2000, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Peter J. Volpe, CPA
October 5, 2000
F-3
<PAGE>
Volpe & Associates
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
BALANCE SHEET
June 30, 1997
ASSETS
TOTAL ASSETS $ --
=======
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable & Accrued Expenses $ 1,275
-------
STOCKHOLDERS' EQUITY
Common Stock, $.0001 par value; authorized 200,000,000
shares; 1,000,100 isued and outstanding; 200,000 warrants
issued, exercisable at $5 per share 100
Additional Paid-In-Capital 8,120
Retained Earnings (Deficit) (9,495)
-------
Total Stockholders' Equity (1,275)
-------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ --
=======
See Accountant's Compilation Report
F-4
<PAGE>
Volpe & Associates
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
STATEMENT OF OPERATIONS
For Six Months Ended June 30, 1997
Six Months
Ended
6/60/97
----------
REVENUES $ --
-----
EXPENSES:
General and Administrative Expenses 135
-----
NET INCOME (LOSS) $(135)
=====
See Accountant's Compilation Report
F-5
<PAGE>
Volpe & Associates
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For Six Months Ended June 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(135)
Adjustments to reconcile Net Income (Loss) to net cash
Increase (decrease) in Accounts Payable 135
-----
Net cash used in operating activities $ --
-----
Cash & Equivalents, beginning of period --
-----
CASH & EQUIVALENTS, end of period $ --
=====
See Accountant's Compilation Report
F-6
<PAGE>
Part III
Item 1. Index to Exhibits.
Exhibit
No. Description
------- -----------
3.(i) Certificate of Incorporation.
3.(i)(a) Certificate of Amendment of Certificate of Incorporation.
3.(i)(b) Certificate of Amendment of Certificate of Incorporation.
3.(i)(c) Certificate for Renewal and Revival of Charter.
3.(ii) By-Laws.
11. Statement Re: Computation Of Per Share Earnings.
27. Financial Data Schedule.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, hereunto duly authorized.
SOUTHAMPTON PARTNERS, INC.
--------------------------
(Registrant)
Date: November 29, 2000 By: /s/ Robert Wilson
----------------------------------
Name: Robert Wilson
Title: President
-14-
