U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPT. 30, 2000.
STRATEGIC PARTNERS, INC.
COMMISSION FILE NO. 333-95485
A Wyoming Corporation EIN: 77-0494696
3525 Sunset Lane
Oxnard, Calif. 93035
Telephone: 805-984-0821 Fax: 805-984-2764
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d)of the Securities
Exchange Act of 1934 during the preceding 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 by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No X
1
<PAGE>
The number of common shares issued and outstanding as of June
30, 2000 was 619,500.
This report form is not filed as a transitional format.
Total sequentially numbered pages in this document: 17
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheets.......................................3
Statements of Operations.............................4
Statements of Stockholders' Equity (Deficit).........5
Statements of Cash Flows.............................8
Notes to the Financial Statements....................9
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.......15
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K...............16
Signatures.........................................16
Exhibit 27 - Financial Data Schedule...............17
ITEM 1 - Financial Information
2
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2000 and December 31, 1999
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Balance Sheets
September 30, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS
Cash $ 18,965 $ 386
------ ----
Total Current Assets 18,965 386
------ ----
FIXED ASSETS, NET (Note 2) 1,402 -
------ ----
TOTAL ASSETS $ 20,367 $ 386
====== ====
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable-Related
Party (Note 4) $ 93,905 $ 64,646
Accrued interest (Note 5) 3,553 38
Note payable (Note 5) - 5,000
------ -----
Total Current Liabilities 97,458 69,684
------- ------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par
value; 10,000,000 shares
authorized; 620,200 and
569,000 shares issued and
outstanding, respectively 690 569
Additional paid-in capital 730,376 559,297
Deficit accumulated during
the development stage (808,157) (629,164)
-------- -------
Total Stockholders' Equity
(Deficit) (77,091) (69,298)
--------- ------
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT) $ 20,367 $ 386
======== ======
3
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION> From
Inception on
For the Nine For the Three September 25,
Months Ended Months Ended 1998 Through
September 30, September 30, September 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative 175,440 180,684 58,817 25,284 804,159
------- ------- ------- ------- -------
(LOSS) FROM
OPERATIONS (175,440) (180,684) (58,817) (25,284) (804,159)
------- -------- -------- ------- -------
OTHER INCOME (EXPENSE)
Interest expense (3,553) - (865) - (4,541)
Miscellaneous
income - - - - 543
------ ------ ------- ------- -------
Total Other Income
(Expense) (3,553) - (865) - (3,998)
------- -------- -------- ------- ---------
NET (LOSS) $ (178,993) $ (180,684) $ (59,682) $ (25,284) $ (808,157)
======== ======== ======= ======= =========
BASIC (LOSS)
PER SHARE $ (0.30) $ (0.55) $ (0.09) $ (0.07)
========= ======== ======== ========
</TABLE>
4
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
At Inception on
September 25, 1998 - $ - $ - $ -
Common stock issued
for services at $1.00 per
share, October 9, 1998 215,000 215 214,785 -
Common stock issued
for cash at $1.00 per
share, October 12, 1998 2,000 2 1,998 -
Common stock issued
for cash and services at
$1.00 per share,
October 13, 1998 4,000 4 3,996 -
Common stock issued
for services at $1.00 per
share, October 19, 1998 5,000 5 4,995 -
Common stock issued
for cash and services at
$1.00 per share,
October 30, 1998 10,000 10 9,990 -
Common stock issued
for cash at $1.00 per
share, November 17, 1998 6,000 6 5,994 -
Common stock issued
for cash at $1.00 per
share, November 24, 1998 3,000 3 2,997 -
Common stock issued for
cash, services and
expenses at $1.00 per
share, December 8, 1998 21,000 21 20,979 -
Less stock offering costs - - (534) -
Net (loss) for the period
ended December 31, 1998 - - - (264,556)
------ ------ ------ -------
Balance, Dec. 31, 1998 266,000 266 265,200 (264,556)
Common stock issued
for expenses at $1.00 per
share, January 5, 1999 300 - 300 -
Common stock issued for
cash and services at
$1.00 per share,
January 16, 1999 12,500 13 12,487 -
Common stock issued
for cash at $1.00 per
share, January 20, 1999 20,000 20 19,980 -
Common stock issued
for cash at $1.00 per
share, February 3, 1999 1,000 1 999 -
Common stock issued
for cash at $1.00 per
share, February 15, 1999 2,200 2 2,198 -
-------- ------- ------- --------
Balance Forward 302,000 $ 302 $ 301,164 $ (264,556)
5
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
Balance Forward 302,000 $ 302 $ 301,164 $ (264,556)
Common stock issued
for cash at $1.00 per
share, February 22, 1999 2,000 2 1,998 -
Common stock issued
for cash at $1.00 per
share, March 12, 1999 6,400 6 6,394 -
Common stock issued
for cash and services
at $1.00 per share,
March 26, 1999 27,500 27 27,473 -
Common stock issued
for cash at $1.00 per
share, May 10, 1999 1,000 1 999 -
Common stock issued
for cash and services
at $1.00 per share,
May 19, 1999 6,000 6 5,994 -
Common stock issued
for services at $1.00
per share, July 12, 1999 2,000 2 1,998 -
Common stock issued
for services at $1.00
per share, July 27, 1999 1,600 2 1,598 -
Common stock issued
for cash and services
at $1.00 per share,
August 3, 1999 1,000 1 999 -
Common stock issued
for services at $1.00 per
share, August 10, 1999 1,500 2 1,498 -
Common stock issued
for cash at $1.00 per
share, September 17, 1999 12,500 12 12,488 -
Common stock issued
for cash and services
at $1.00 per share,
October 1, 1999 193,500 194 193,306 -
Common stock issued
for cash and services
at $1.00 per share,
October 26, 1999 11,000 11 10,989 -
Common stock issued
for services at $1.00 per
share, October 29, 1999 1,000 1 999 -
Less stock offering costs - - (8,600) -
Net (loss) for the year
ended December 31, 1999 - - - (364,608)
-------- ----- -------- --------
Balance,
December 31, 1999 569,000 $ 569 $ 559,297 $ (629,164)
--------- ------- ---------- ------------
6
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Cmmon Stock Paid-In Development
Shares Amount Capital Stage
Balance,
December 31, 1999 569,000 $ 569 $ 559,297 $ (629,164)
Common stock issued for
cash at $ 2.00 per share
May 22, 2000 (unaudited) 29,000 29 57,971 -
Common stock issued for
cash at $ 2.00 per share
May 25, 2000 (unaudited) 5,000 5 9,995 -
Common stock issued for
cash at $ 2.00 per share
June 1, 2000 (unaudited) 2,000 2 3,998 -
Common stock issued for
cash at $ 1.00 per share
June 3, 2000 (unaudited) 5,000 5 4,995 -
Common stock issued for
cash at $ 2.00 per share
June 15, 2000 (unaudited) 1,000 1 1,999 -
Common stock issued for
cash at $ 2.00 per share
June 23, 2000 (unaudited) 1,000 1 1,999 -
Common stock issued for
debt at $1.00 per share
June 30, 2000 (unaudited) 7,500 8 7,492 -
Common stock issued for
debt at $1.00 per share
July 19, 2000 (unaudited) 2,500 2 2,498 -
Common stock issued for
services at $2.00 per share
July 19, 2000 (unaudited) 500 1 999 -
Common stock issued for
cash at $2.00 per share
July 24, 2000 (unaudited) 2,000 2 3,998 -
Common stock issued for
debt at $1.00 per share
July 31, 2000 (unaudited) 12,500 12 12,488 -
Common stock issued for
debt at $1.00 per share
August 2, 2000 (unaudited) 6,000 6 5,994 -
Common stock issued for
debt at $1.00 per share
August 3, 2000 (unaudited) 6,000 6 5,994 -
Common stock issued for
cash at $2.00 per share
August 30, 2000 (unaudited) 1,000 1 1,999 -
Common stock issued for
debt at $1.00 per share
Sept. 1, 2000 (unaudited) 13,200 13 13,187 -
Common stock issued for
debt at $1.00 per share
Sept. 16, 2000 (unaudited) 15,000 15 14,985 -
Common stock issued for
cash at $2.00 per share
Sept. 20, 2000 (unaudited) 5,000 5 9,995 -
Common stock issued for
cash at $2.00 per share
Sept.27, 2000 (unaudited) 3,000 3 5,997 -
Common stock issued for
services at $2.00 per share
Sept. 28, 2000 (unaudited) 500 1 999 -
Common stock issued for
debt at $1.00 per share
Sept. 29, 2000 (unaudited) 2,500 2 2,498 -
Common stock issued for
debt at $1.00 per share
Sept. 30, 2000 (unaudited) 1,000 1 999 -
Net (loss) for the ninemonths ended September
30, 2000 (unaudited) - - - (178,993)
-------- -------- ----------- ----------
Balance, September
30, 2000 (unaudited) 690,200 $ 690 $ 730,376 $ (808,157)
======== ======== =========== ==========
7
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception
Sept. 25, 1998
For the Nine Months For the Three Months Through
Ended Sept. 30, Ended Sept. 30, Sept. 30,
2000 1999 2000 1999 2000
<S>
CASH FLOWS FROM
OPERATING ACTIVITIES
<C> <C> <C> <C> <C>
Net loss $ (178,993) $ (180,664) $ (59,682) $ (25,284) $ (808,157)
Adjustments to
reconcile net
loss to net cash (used)
by operating activities:
Depreciation 74 - 74 - 74
Common stock issued
for services 2,000 17,800 2,000 5,900 438,300
Changes in operating
assets and liabilities:
Increase (decrease)in
accounts payable 29,259 85,772 11,205 10,041 93,905
Increase in accrued
interest 3,515 - 865 - 3,553
------- ------ ------ ------ -------
Net Cash (Used) by
Operating Activities (144,145) (77,162) (45,538) (9,343) (272,325)
------- ------ ------- ------- ---------
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of Fixed Assets (1,476) - - - (1,476)
------- -------- ------- ------- --------
Net Cash (Used) by
Investing Activities (1,476) - - - (1,476)
------- -------- ------- ------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from notes
payable 66,200 - - - 71,200
Issuance of common
stock for cash 98,000 79,700 22,000 12,700 230,700
Stock offering costs - - - - (9,134)
------- ------- ------- ------- -------
Net Cash Provided by
Financing Activitis 164,200 79,700 22,000 12,700 292,766
------- ------- ------- ------- -------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 18,579 2,538 (23,538) 3,357 18,965
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 386 910 42,503 91 -
------- ------- ------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 18,965 $ 3,448 $ 18,965 $ 3,448 $ 18,965
======= ======= ======= ======== =======
Cash Paid For:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
NON-CASH FINANCING
ACTIVITIES
Common Stock Issued
for conversion of debt 71,200 - 12,500 - 71,200
Common Stock Issued
for services 2,000 17,800 2,000 5,900 438,300
</TABLE>
8
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Strategic Partners, Inc. (a development stage company) (the Company)
was organized under the laws of the State of Wyoming on September 25,
1998. The purpose of the Company is to engage in the business of
investment banking. The Company has had no active operations from inception.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
b. Provision for Taxes
No provision for income taxes has been made due to the inactive status
of the Company. The Company has a net operating loss carryover at September
30, 2000 of approximately $ 800,000 which expires in 2020. The potential
tax benefit of the loss carryover has been offset by a valuation
allowance of the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. Use of 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
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.
e. Revenue Recognition Policy
The Company currently has no source of revenues. Revenue recognition
policies will be determined when principal operations begin.
9
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2000 and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Basic (Loss) Per Share
The following is an illustration of the reconciliation of the numerators
and denominators of the basic loss per share calculation:
<TABLE>
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net loss (numerator) $ (178,993) $ (180,684) $ (59,682) $ (25,284)
Weighted average shares
outstanding (denominator) 600,671 330,110 652,079 350,998
-------- -------- ------- --------
Basic loss per share $ (0.30) $ (0.55) $ (0.09) $ (0.07)
======== ======== ======= ========
Dilutive loss per share is not presented as there are
no potentially dilutive items outstanding.
</TABLE>
g. Fixed Assets
Fixed assets are recorded at cost. Major additions and improvements are
capitalized. Minor replacements, maintenance and repairs that do not
extend the useful life of th4e assets are expensed as incurred. Depreciation
of property and equipment is determined using the straight line method over
the useful lives, primarily from 5 to 7 years. Property and equipment
consisted of the following at:
September 30, December 31
2000 1999
Office equipment $ 1,476 $ -
Accumulated depreciation (74) -
------ ------
$ 1,402 $ -
====== ======
Depreciation expense for the nine months ended September 30, 2000 and for the
year ended December 31, 1999 was $ 74 and $ 0, respectively.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for
a fair presentation. Such adjustments are of a normal recurring nature.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not established
revenues sufficient to cover its operating costs and allow it to
continue as a going concern. It is the intent of the Company to earn
revenues from investment banking services. Until sufficient revenues
are earned to operate profitably, management intends to issue additional
shares of its common stock for cash, services, or expenses paid on
behalf of the Company.
NOTE 4 - RELATED PARTY TRANSACTIONS
Office Space
The Company pays rent of $900 per month on a month-to-month basis for
office space in the personal residence of a related party. Rent
expense for the nine months ended September 30, 2000 and 1999 was
$ 8,100 and $ 8,100, respectively.
10
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2000 and December 31, 1999
NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)
Accounts Payable
Accounts payable cconsits of unpaid consulting expenses for Chief
Executive Officer in the amount of $ 90,000 and rent for office space in
the amount of $ 2,700 at September 30, 2000.
Employment Agreements
The Company agreed to pay its Chief Executive Officer $7,500 per month as
compensation for January through October 1999. Compensation expense
associated with this agreement amounted to $ 67,500 for the nine months
ended September 30, 1999.
During October 1999, the Company signed an employment contract with its
Chief Executive Officer, whereby, the Company agreed to pay him $150,000
per year for five years. Compensation expense associated with this contract
amounted to $ 112,500 and $-0- for the nine months ended September 30, 2000
and 1999, respectively.
The Company agreed to pay its Secretary $2,500 per month as compensation.
Compensation expense associated with this agreement amounted to $ 22,500 and
$ 22,500 for the nine months ended September 30, 2000 and 1999, respectively.
NOTE 5 - NOTE PAYABLE
On December 3, 1999, the Company signed a promissory note for $5,000.
The note has a maturity date of June 3, 2000 and accrues interest at
10% per annum, unsecured. During June, 2000, the holder of the note
elected to convert the principal amount of $ 5,000 to 5,000 shares
of common stock.
On January 12, 2000, the Company signed a convertible promissory note
for $ 3,000. The note has a maturity date of July 12, 2000 and accrues
interest at 10% per annum, unsecured. During August, 2000, the holder of
the note elected to convert the principal amount of $3,000 to 3,000 shares
of common stock.
On January 12, 2000, the Company signed a convertible promissory note
for $3,000. The note has a maturity date of July 12, 2000 and accrues
interest at 10% per annum, unsecured. During August, 2000, the holder
of the note elected to convert the principal amount of $3,000 to 3,000
shares of common stock.
On January 12, 2000, the Company signed a convertible promissory note
for $3,000. The note has a maturity date of July 12, 2000 and accrues
interest at 10% per annum, unsecured. During August, 2000, the holder
of the note elected to convert the principal amount of $3,000 to 3,000
shares of common stock.
On January 21, 2000, the Company signed a convertible promissory note
for $1,000. The note has a maturity date of July 21, 2000 and accrues
interest at 10% per annum, unsecured. During September, 2000, the holder
of the note elected to convert the principal amount of $3,000 to 3,000
shares of common stock.
On January 24, 2000, the Company signed a convertible promissory note
for $12,500. The note has a maturity date of July 24, 2000 and accrues
interest at 10% per annum, unsecured. During September, 2000, the holder
of the note elected to convert the principal amount of $ 12,500 to 12,500
shares of common stock.
11
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 5 - NOTE PAYABLE (Continued)
On January 24, 2000, the Company signed a convertible promissory note for
$12,500. The note has a maturity date of July 24, 2000 and accrues interest
at 10% per annum, unsecured. During September, 2000, the holder
of the note elected to convert the principal amount of $ 12,500 to 12,500
shares of common stock.
On February 10, 2000, the Company signed a convertible promissory note for
$5,000. The note has a maturity date of August 10, 2000 and accrues interest
at 10% per annum, unsecured. During June 2000, the holder of the note
elected to convert the principal amount of $ 5,000 to 5,000 shares of
common stock.
On February 18, 2000, the Company signed a convertible promissory note for
$2,500. The note has a maturity date of August 18, 2000 and accrues interest
at 10% per annum, unsecured. During June, 2000 the holder of the note
elected to convert the principal amount of $2,500 to 2,500 shares of
common stock.
On March 6, 2000, the Company signed a convertible promissory note for $2,500.
The note has a maturity date of September 6, 2000 and accrues interest
at 10% per annum, unsecured. During July, 2000, the holder of the note elected
to convert the principal amount of $ 2,000 to 2,000 shares of common stock.
On March 6, 2000, the Company signed a convertible promissory note for $3,000.
The note has a maturity date of September 6, 2000 and accrues interest at
10% per annum, unsecured. During September, 2000, the holder of the note
elected to convert the principal amount of $ 3,000 to 3,000 shares of common
stock.
On March 6, 2000, the Company signed a convertible promissory note for
$2,500. The note has a maturity date of September 6, 2000 and accrues
interest at 10% per annum, unsecured. During September, 2000, the holder
of the note elected to convert the principal amount of $ 2,500 to 2,500
shares of common stock.
On April 12, 2000, the Company signed a convertible promissory note for $700.
The note has a maturity date of October 12, 2000 and accrues interest at 10%
per annum, unsecured. During September, 2000, the holder of the note elected
to convert the principal amount of $ 700 to 700 shares of common stock.
On April 18, 2000, the Company signed a convertible promissory note for
$15,000. The note has a maturity date of October 18, 2000 and accrues interest
at 10% per annum, unsecured. During September, 2000, the holder of the note
elected to convert the principal amount of $ 15,000 to 15,000 shares of
common stock.
NOTE 6 - ISSUANCE OF STOCK
During October 1998, the Company issued 215,000 shares of its
previously authorized, but unissued, common stock for services
of $215,000 (or $1.00 per share).
During October 1998, the Company issued 2,000 shares of its
previously authorized, but unissued, common stock for cash of $2,000
(or $1.00 per share).
During October 1998, the Company issued 4,000 shares of its
previously authorized, but unissued, common stock for cash of $2,000
and services of $2,000 (or $1.00 per share).
During October 1998, the Company issued 5,000 shares of its
previously authorized, but unissued, common stock for services of
$5,000 (or $1.00 per share).
12
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 6 - ISSUANCE OF STOCK (Continued)
During October 1998, the Company issued 10,000 shares of its
previously authorized, but unissued, common stock for cash of $5,000
and services of $5,000 (or $1.00 per share).
During November 1998, the Company issued 6,000 shares of its
previously authorized, but unissued, common stock for cash of $6,000
(or $1.00 per share).
During November 1998, the Company issued 3,000 shares of its
previously authorized, but unissued, common stock for cash of $3,000
(or $1.00 per share).
During December 1998, the Company issued 5,000 shares of its
previously authorized, but unissued, common stock for cash of $5,000
(or $1.00 per share).
During December 1998, the Company issued 16,000 shares of its
previously authorized, but unissued, common stock for services of
$16,000 (or $1.00 per share).
During January 1999, the Company issued 300 shares of its
previously authorized, but unissued, common stock for services of
$300 (or $1.00 per share).
During January 1999, the Company issued 12,500 shares of its
previously authorized, but unissued, common stock for cash of
$6,000 and services of $6,500 (or $1.00 per share).
During January 1999, the Company issued 20,000 shares of its
previously authorized, but unissued, common stock for cash of
$20,000 (or $1.00 per share).
During February 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for cash of
$1,000 (or $1.00 per share).
During February 1999, the Company issued 2,200 shares of its
previously authorized, but unissued, common stock for cash of
$2,000 and services of $200 (or $1.00 per share).
During February 1999, the Company issued 2,000 shares of its
previously authorized, but unissued, common stock for cash of
$2,000 (or $1.00 per share).
During March 1999, the Company issued 6,400 shares of its
previously authorized, but unissued, common stock for cash of
$5,000 and services of $1,400 (or $1.00 per share).
During March 1999, the Company issued 27,500 shares of its
previously authorized, but unissued, common stock for cash of
$25,000 and services of $2,500 (or $1.00 per share).
13
<PAGE>
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 6 - ISSUANCE OF STOCK (Continued)
During May 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for cash of
$1,000 (or $1.00 per share).
During May 1999, the Company issued 6,000 shares of its
previously authorized, but unissued, common stock for cash of
$5,000 and services of $1,000 (or $1.00 per share).
During July 1999, the Company issued 2,000 shares of its
previously authorized, but unissued, common stock for services
of $2,000 (or $1.00 per share).
During July 1999, the Company issued 1,600 shares of its
previously authorized, but unissued, common stock for services
of $1,600 (or $1.00 per share).
During August 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for cash of
$200 and services of $800 (or $1.00 per share).
During August 1999, the Company issued 1,500 shares of its
previously authorized, but unissued, common stock for services
of $1,500 (or $1.00 per share).
During September 1999, the Company issued 12,500 shares of its
previously authorized, but unissued, common stock for cash of
$12,500 (or $1.00 per share).
During October 1999, the Company issued 193,500 shares of its
previously authorized, but unissued, common stock for cash of
$20,000 and services of $173,500 (or $1.00 per share).
During October 1999, the Company issued 11,000 shares of its
previously authorized, but unissued, common stock for cash of
$10,000 and services of $1,000 (or $1.00 per share).
During October 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for services of
$1,000 (or $1.00 per share).
Stock offering costs of $8,600 were offset to additional paid-in
capital during 1999.
During May and June 2000, the Company issued 38,000 shares of its
previously authorized, but unissued, common stock for cash of $76,000
(or $2.00 per share)(unaudited).
During June 2000, the Company issued 12,500 shares of its previously
authorized, but unissued, common stock for convertible debt of
$12,500 (or $1.00 per share)(unaudited).
14
<PAGE>
During July 2000, the Company issued 2,500 shares of its previously
authorized, but unissued, common stock for convertible debt of
$2,500 (or $1.00 per share).
During July 2000, the Company issued 2,000 shares of its previously
authorized, but unissued, common stock for convertible cash of
$4,000 (or $2.00 per share).
During July 2000, the Company issued 12,500 shares of its previously
authorized, but unissued, common stock for debt of
$12,500 (or $1.00 per share).
During July 2000, the Company issued 500 shares of its previously
authorized, but unissued, common stock for services
of $1,000 (or $2.00 per share).
During August 2000, the Company issued 6,000 shares of its previously
authorized, but unissued, common stock for convertible debt of
$6,000 (or $1.00 per share).
During August 2000, the Company issued 6,000 shares of its previously
authorized, but unissued, common stock for convertible debt of
$6,000 (or $1.00 per share).
During August 2000, the Company issued 1,000 shares of its previously
authorized, but unissued, common stock for cash of $2,000
(or $2.00 per share).
During September 2000, the Company issued 13,200 shares of its
previously authorized, but unissued, common stock for convertible debt
of $13,200 (or $1.00 per share).
During September 2000, the Company issued 15,000 shares of its
previously authorized, but unissued, common stock for convertible debt
of $15,000 (or $1.00 per share).
During September 2000, the Company issued 5,000 shares of its
previously authorized, but unissued, common stock for cash of
$10,000 (or $2.00 per share).
During September 2000, the Company issued 3,000 shares of its
previously authorized, but unissued, common stock for cash of
$6,000 (or $2.00 per share).
During September 2000, the Company issued 2,500 shares of its
previously authorized, but unissued, common stock for convertible
debt of $2,500 (or $1.00 per share).
During September 2000, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for convertible
debt of $1,000 (or $1.00 per share).
During September 2000, the Company issued 500 shares of its
previously authorized, but unissued, common stock for services
of $1,000 (or $2.00 per share).
NOTE 7 - SUBSEQUENT EVENTS
During October and November 2000, the Company issued 29,000 shares
of its previously authorized, but unissued, common stock for cash
of $58,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
We are a development stage company without significant
assets or clients. We were formed to engage in the business of providing
consulting services to companies with respect to finance, mergers,
acquisitions, raising capital in the public markets and marketing on the
internet. We registered an initial public offering consisting of 300
units at $ 2,000 per unit. This registration statement was declared
effective on May 16, 2000.
There is currently no market for the shares. The Company filed
a new SB-2 Registration for 200,000 shares remaining of the original
offfering on November 15, 2000. Details of this offering will be
set forth in the prospectus similar to the original
prospectus. Once effective copies may be obtained from our office.
Pending conclusion of this offering we have limited
liquidity and capital resources. We have not yet begun operations
except for efforts directed to obtaining approval of the initial
public offering and raising investment funds.
If we sell the maximum units that are being registered under
the registration statement we will have sufficient cash to operate.
If less is sold the scale of operations will be reduced. We believe
that the income to be generated will be a direct result of our
sales efforts.
The primary goal is to have sufficient cash to employ support staff
that will compliment the sales efforts of our officers and directors.
With quality employees we will carry out business in a
profitable manner. The first milestone we hope to achieve with this
offering is the raising of at least $300,000. When the maximum units
are sold we will lease offices and purchase adequate equipment to
facilitate full scale operations. The budget is set forth in the
use of proceeds section of the prospectus.
The second milestone is to generate income from fees of not
less than $250,000. This level of income will
allow the company to continue in business and expand.
We have identified potential clients that will generate fee income
allowing us to achieve our financial objectives.
15
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule.
(b) There were no reports filed by us on Form 8-K
for the quarter ended September 30, 2000.
16
<PAGE>
[TYPE] EX-27
[DESCRIPTION] ART 5 FINANCIAL DATA SCHEDULE
FOR THIRD QUARTER 2000 10-Q
[LEGEND] THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CORPORATIONS FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
[MULTIPLIER] 0
[S] [C]
[PERIOD-TYPE] 9 MOS
[FISCAL-YEAR-END] DEC. 31, 1999
[PERIOD-END] SEPT. 30, 2000
[CASH] 18,695
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
<CURRENT ASSETS> 18,695
[PP&E] 1,476
[DEPRECIATION] 74
<TOTAL ASSETS> 20,367
<CURRENT LIABILITIES> 97,458
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 690
<OTHER SE> (77,781)
[TOTAL-LIABILITY-AND-EQUITY] (20,367)
[SALES] 0
<TOTAL REVENUES> 0
[CGS] 0
<TOTAL COSTS> (175,440)
<OTHER EXPENSES> 3,553
<LOSS PROVISION> 0
<INTEREST EXPENSE> 3,553
<INCOME PRETAX> (178,993)
[INCOME-TAX] 0
<INCOME CONTINUING> (178,993)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
<NET INCOME> (178,993)
[EPS-BASIC] (0.30)
[EPS-DILUTED] (0.30)
17
SIGNATURES
In accordance with the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
STRATEGIC PARTNERS, INC.
Dated: 11/16/2000
-------
By: /s/ Frank J. Weinstock
---------------------------------
Frank J. Weinstock, President,
Director, Chief Executive Officer
and Chief Financial Officer
