UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
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
-------- ----------
(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
--------------
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
--------------------------------------------------------------------------------
(Title of Class)
[Cover page 1 of 2 pages]
<PAGE>
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>
To clarify a certain statement in Part I, Item 1. Description of Business
- Additional Investment Considerations and Risk Factors, Southampton Partners,
Inc. (the "Company" or "We") hereby replaces the third risk factor titled
"Additional Financing May Be Necessary" in its entirety with the following:
"Our Accountants Have Expressed Substantial Doubts About Our Ability to
Continue As a Going Concern; Additional Financing or an Acquisition of Our
Company Will Be Necessary.
Our Accountants have expressed substantial uncertainty about our
ability to continue as a going concern. This will be dependent upon our
ability to combine with another entity with an active business. 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."
Further, to correct certain numerical and other details in Part F/S, we
hereby restate in its entirety Part F/S as provided for after page 11 of our
Company's Form 10-SB, as filed with the Securities and Exchange Commission on
December 1, 2000.
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 of 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.
-3-
<PAGE>
The following financial statements filed with this Report on Form 10-SB
for the Nine Months Ended Sept 30, 2000 are unaudited:
Balance Sheet as of September 30, 2000;
Statement of Operations for the Nine Months Ended September 30, 2000;
Statement of Cash Flows for the Nine Months Ended September 30, 2000; and
Notes to Financial Statements.
-4-
<PAGE>
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
Gregory N. Ferraris, CPA, LLC
Sag Harbor, New York
September 30, 2000
F-3
<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 $ --
=======
See notes to financial statements.
F-4
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Period May 15, 1996 (inception) to December 31, 1999
<TABLE>
<CAPTION>
5/15/1996
Year ended December 31, (inception) to
1997 1998 1999 12/31/1999
----------- ----------- ----------- -----------
<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>
See notes to financial statements.
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
200,000,000 Shares Deficit
$.0001 Par Value Accumulated
--------------------------- 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>
See notes to financial statements.
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>
5/15/1996
Year ended December 31, (inception) to
1997 1998 1999 12/31/1999
----------- ----------- ----------- -----------
<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>
See notes to financial statements.
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>
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
FINANCIAL STATEMENTS
(Unaudited)
FOR THE NINE MONTHS ENDED
September 30, 2000
<PAGE>
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS (Unaudited)
Page
----
Financial Statements:
Balance Sheet as of September 30, 2000 F-3
Statement of Operations for the Nine Months Ended September 30, 2000 F-4
Statement of Cash Flows for the Nine Months Ended September 30, 2000 F-5
Notes to Financial Statements F-6
<PAGE>
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
ASSETS
<TABLE>
<S> <C>
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 $ --
=======
</TABLE>
F-3
<PAGE>
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
STATEMENT OF OPERATIONS
For Nine Months Ended September 30, 2000
Nine Months
Ended
9/30/00
-------
REVENUES $ --
-------
EXPENSES:
General and Administrative Expenses 135
-------
NET INCOME (LOSS) $ (135)
=======
F-4
<PAGE>
SOUTHAMPTON PARTNERS, INC.
--------------------------
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For Nine Months Ended September 30, 2000
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 $ --
=====
F-5
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Period January 1, 2000 to September 30, 2000
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 September 30, 2000,
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.
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-6
<PAGE>
Southampton Partners, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Period January 1, 2000 to September 30, 2000
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-7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant caused this amendment to the registration statement to
be signed on its behalf by the undersigned, hereunto duly authorized.
SOUTHAMPTON PARTNERS, INC.
--------------------------
(Registrant)
Date: January 11, 2001 By: /s/ Robert Wilson
-----------------------
Name: Robert Wilson
Title: President
-5-
