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 March 31, 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 The number of common shares issued and outstanding as of March 31, 2000 was 596,826. 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 STRATEGIC PARTNERS, INC. (A Development Stage Company) FINANCIAL STATEMENTS March 31, 2000 and December 31, 1999 STRATEGIC PARTNERS, INC. (A Development Stage Company) Balance Sheets March 31, December 31, 2000 1999 (Unaudited) CURRENT ASSETS Cash $ 13,281 $ 386 ------ ---- Total Current Assets 13,281 386 ------ ---- TOTAL ASSETS $ 13,281 $ 386 ====== ==== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 85,363 $ 64,646 Accrued interest (Note 5) 988 38 Note payable (Note 5) 55,500 5,000 ------ ----- Total Current Liabilities 141,851 69,684 ------- ------ STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $0.001 par value; 10,000,000 shares authorized; 569,000 and 569,000 shares issued and outstanding, respectively 569 569 Additional paid-in capital 559,297 559,297 Deficit accumulated during the development stage (688,436) (629,164) -------- ------- Total Stockholders' Equity (Deficit) (128,570) (69,298) --------- ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 13,281 $ 386 ======== ====== 3 STRATEGIC PARTNERS, INC. (A Development Stage Company) Statements of Operations (Unaudited) From Inception on September 25, For the Three Months Ended 1998 Through March 31, March 31, 2000 1999 2000 REVENUES $ - $ - $ - EXPENSES General and administrative 58,322 90,679 687,991 (LOSS) FROM OPERATIONS (58,322) (90,679) (687,991) ------ ------ ------- OTHER INCOME (EXPENSE) Interest expense (950) - (988) Miscellaneous income - - 543 ------ ------ ------- Total Other Income (Expense) (950) - (445) ------ ------ ------- NET (LOSS) $ (59,272) $ (90,679) $ (688,436) ======== ======== ========= BASIC (LOSS) PER SHARE $ (0.10) $ (0.30) ======== ======= 4 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, December 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 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 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) Net (loss) for the three months ended March 31, 2000 (unaudited) - - - (59,272) --------- -------- -------- --------- Balance, March 31, 2000 (unaudited) 569,000 $ 569 $ 559,297 $ (688,436) ======== ======== =========== ============ 7 STRATEGIC PARTNERS, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on September 25, For the Three Months Ended 1998 Through March 31, March 31, 2000 1999 2000 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (59,272) $ (90,679) $ (688,436) Adjustments to reconcile net loss to net cash (used) by operating activities: Common stock issued for services - 10,900 436,300 Changes in operating assets and liabilities: Increase in accounts payable 20,717 23,400 85,363 ncrease in accrued interest 950 - 988 ------- ------ ------ Net Cash (Used) by Operating Activities (37,605) (56,379) (165,785) ------- ------ ------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ------- ------ ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 50,500 - 55,500 Issuance of common stock for cash - 61,000 132,700 Stock offering costs - - (9,134) ------- ------ ------- Net Cash Provided by Operating Activities 50,500 61,000 179,066 ------- ------ ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12,895 4,621 13,281 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 386 910 - ------ ----- ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,281 $ 5,531 $ 13,281 ====== ===== ====== Cash Paid For: Interest $ - $ - $ - Income taxes $ - $ - $ - 8 STRATEGIC PARTNERS, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 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 March 31, 2000 of approximately $685,000 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 STRATEGIC PARTNERS, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 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: For the Three Months Ended March 31, 2000 1999 Net loss (numerator) $ (59,272) $ (90,679) -------- -------- Weighted average shares outstanding (denominator) 569,000 297,516 -------- -------- Basic loss per share $ (0.10) $ (0.30) ======== ======== Dilutive loss per share is not presented as there are no potentially dilutive items outstanding. g. 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 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 three months ended March 31, 2000 and 1999 was $2,700 and $900, respectively. 10 STRATEGIC PARTNERS, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 2000 and December 31, 1999 NOTE 4 - RELATED PARTY TRANSACTIONS (Continued) 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 $22,500 for the three months ended March 31, 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 $37,500 and $-0- for the three months ended March 31, 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 $7,500 and $7,500 for the three months ended March 31, 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. At March 31, 2000, the unpaid principal balance was $5,000 and accrued interest payable under the note amounted to $163. 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. At March 31, 2000, the unpaid principal balance was $3,000 and accrued interest payable under the note amounted to $65. 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. At March 31, 2000, the unpaid principal balance was $3,000 and accrued interest payable under the note amounted to $65. 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. At March 31, 2000, the unpaid principal balance was $3,000 and accrued interest payable under the note amounted to $65. 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. At March 31, 2000, the unpaid principal balance was $1,000 and accrued interest payable under the note amounted to $19. 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. At March 31, 2000, the unpaid principal balance was $12,500 and accrued interest payable under the note amounted to $229. 11 STRATEGIC PARTNERS, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 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. At March 31, 2000, the unpaid principal balance was $12,500 and accrued interest payable under the note amounted to $229. 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. At March 31, 2000, the unpaid principal balance was $5,000 and accrued interest payable under the note amounted to $68. 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. At March 31, 2000, the unpaid principal balance was $2,500 and accrued interest payable under the note amounted to $29. 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. At March 31, 2000, the unpaid principal balance was $2,500 and accrued interest payable under the note amounted to $17. 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. At March 31, 2000, the unpaid principal balance was $3,000 and accrued interest payable under the note amounted to $21. 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. At March 31, 2000, the unpaid principal balance was $2,500 and accrued interest payable under the note amounted to $17. 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 STRATEGIC PARTNERS, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 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, butunissued, 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 STRATEGIC PARTNERS, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 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. 14 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. We are currently making this offering on a best efforts basis. The offering will be sold by our officers and directors acting as agents. There is no minimum of amount of shares that must be sold. There is currently no market for the shares. The termination date for the offering is August 16, 2000 unless extended. Details of this offering are set forth in the prospectus that may be obtained from our office. Pending conclusion of this offering we have very 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 sales effort. 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 be able to 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. If 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 $300,000 for the first year. This level of income will allow the company to continue in business and expand on this base. We have identified potential clients that will generate fee income allowing us to achieve our financial objectives. 15 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 March 31, 2000. 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: 07/26/2000 ------- By: /s/ Frank J. Weinstock --------------------------------- Frank J. Weinstock, President, Director and Chief Executive Officer By: /s/ Gerald Bench ---------------------------------- Gerald Bench, Director and Chief Financial Officer 16 [TYPE] EX-27 [DESCRIPTION] ART 5 FINANCIAL DATA SCHEDULE FOR FIRST QUARTER 2000 10-Q [LEGEND] THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CORPORATIONS FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. [MULTIPLIER] 0 [S] [C] [PERIOD-TYPE] 3 MOS [FISCAL-YEAR-END] DEC-31 [PERIOD-END] MAR 31, 2000 [CASH] 13,281 [SECURITIES] 0 [RECEIVABLES] 0 [ALLOWANCES] 0 [INVENTORY] 0 <CURRENT ASSETS> 13,281 [PP&E] 0 [DEPRECIATION] 0 <TOTAL ASSETS> 13,281 <CURRENT LIABILITIES> 141,851 [BONDS] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 569 <OTHER SE> (129,139) [TOTAL-LIABILITY-AND-EQUITY] (13,281) [SALES] 0 <TOTAL REVENUES> 0 [CGS] 0 <TOTAL COSTS> (58,322) <OTHER EXPENSES> 0 <LOSS PROVISION> 0 <INTEREST EXPENSE> 950 <INCOME PRETAX> (59,272) [INCOME-TAX] (59,272) <INCOME CONTINUING> 0 [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 <NET INCOME> (59,272) [EPS-BASIC] (0.10) [EPS-DILUTED] 0 17