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 SEPTEMBER 30, 2001.


                            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










The number of common shares issued and outstanding as of
September 30, 2001 was 823,000.

This report form is not filed as a transitional format.

Total sequentially numbered pages in this document: 16

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



  ITEM 1 - Financial Information
































                    STRATEGIC PARTNERS, INC.
                 (A Development Stage Company)

                      FINANCIAL STATEMENTS


                         Balance Sheets


                                    Sept. 30,               December 31,
                                      2001                     2000
                                  (Unaudited)

              ASSETS
CURRENT ASSETS
 Cash                          $      49,511              $     67,952
                                      ------                    ------
  Total Current Assets                46,460                    67,952
                                      ------                    ------
FIXED ASSETS, NET (Note 2)             3,187                     3,199
                                      ------                     -----
  TOTAL ASSETS                 $      52,698              $     71,151
                                     =======                    ======

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable-Related
   Party (Note 4)               $    100,000              $    100,000
 Accounts Payable                    31,121                     1,309

                                     -------                   -------
  Total Current Liabilities          131,121                   101,309
                                     -------                   -------
STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $0.001 par
  value; 10,000,000 shares
  authorized; 823,000 and
  768,000 shares issued and
  outstanding, respectively              823                       768
 Additional paid-in capital        1,094,647                   960,611
 Stock subscription                        -                   (33,790)
 Deficit accumulated during
  the development stage           (1,173,893)                 (957,747)
                                    --------                   -------
  Total Stockholders' Equity
             (Deficit)               (78,423)                  (30,158)
                                    ---------                   ------
  TOTAL LIABILITIES AND
   STOCKHOLDERS'
   EQUITY (DEFICIT)            $      52,698            $       71,151
                                    ========                   =======

                                   3








                   STRATEGIC PARTNERS, INC.
                 (A Development Stage Company)
                    Statements of Operations
                          (Unaudited)

                                                                            From
                                                                            Inception on
                         For the Nine              For the Three            September 25,
                         Months Ended              Months Ended             1998 Through
                         September 30,             September 30,            September 30,
                       2001       2000           2001        2000           2001


                                                        
REVENUES            $       -    $       -     $      -     $       -   $        -

EXPENSES

 General and
    administrative    212,026     175,440       59,069        58,817     1,666,945
                      -------     -------      -------       -------     ---------
(LOSS) FROM
    OPERATIONS       (212,026)   (175,440)     (59,069)      (58,817)   (1,166,945)
                      --------   ---------     --------      --------     ---------
OTHER INCOME(EXPENSE)

  Interest expense     (5,437)     (3,553)      (1,813)         (865)       (8,951)
  Interest income       1,317           -          304             -         2,003
                        ------      ------      -------        -------      --------

  Total Other Income
      (Expense)        (4,120)     (3,553)      (1,509)          (865)       (6,948)
                                               --------        -------    ---------
NET (LOSS)         $  216,146)  $(178,993)   $ (60,578)     $ (59,682)  $(1,173,893)
                      =======     =======      =======        =======     =========
BASIC (LOSS)
    PER SHARE      $    (0.26)  $   (0.30)   $   (0.07)     $  (0.69)
                        =====       =====       ======        ======






                                      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, Dec. 31, 1998     266,000         266     265,200      (264,556)
                                      5


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)







                    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)
                            ---------   -------   ----------   ------------
















                   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,
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              -

Common stock issued for
debt at $ 1.00 per share
December 5, 2000           19,000          19            37,981             -       -

Conversion of debt
to equity below market          -           -            71,200             -       -

Common stock issued for
cash at $ 1.425 per share
December 7, 2000           58,800          59           83,731      (33,790)        -


Issuance of common stock
below market                    -           -           33,810             -        -
Accrued interest payable
forgiven upon conversion
of debt to equity             -             -            3,514             -        -

Net (loss) for the
 year ended
 December 31, 2000            -            -            -                    328,483
                        ---------    --------       --------    --------    --------
Balance,
 December 31, 2000       768,000     $   768    $   960,611    $(33,790)    (957,747)

Common stocks issued for
cash at $2.00 per share
March 14, 2001             20,000         20         40,000

Stocks subscription
 received                                                        33,790

Issuance of common stock
 below market                                24,071

Common stocks issued
For cash at $ 2.00 per
share, April 16, 2001       1,000           1         1,999

Common stocks issued
For cash at $ 2.00 per
share, April 30, 2001       6,000           6        11,994

Common stocks issued
For cash at $ 2.00 per
share, May 15, 2001     1,000           1         1,999

Common stocks issued
For cash at $ 2.00 per
share, June 1, 2001     1,000           1         1,999

Common stocks issued
For cash at $ 2.00 per
share, June 21, 2001        2,000           2         3,998

Common stocks issued
for cash at $ 2.00 per
share, July 31, 2001         9,000           9        17,991

Common stocks issued
for case at $ 2.00 per
share, August 31, 2001      8,000           8        15,992

Common stocks issued
for case at $ 2.00 per
share, September 30, 2001   7,000          7        13,993

Net (loss) for the
 nine months ended
 September 30, 2001                                                           (216,146)
                           -----------   -------       --------    --------   --------

Balance,
 September30, 2001    $   823,000    $   823     $1,094,647   $       -  $(1,173,893)
                      ===========    =======      =========    ========   ==========









 
                        STRATEGIC PARTNERS, INC.
                     (A Development Stage Company)
                        Statements of Cash Flows
                              (Unaudited)

                                                                               From
                                                                               Inception
                                                                               Sept. 25,1998
                                   For the Nine Months   For the Three Months  Through
                                   Ended September 30,   Ended September 30,   September 30,
                                   2001          2000    2001          2000    2001
                                                                 
CASH FLOWS FROM
  OPERATING ACTIVITIES

  Net loss                     $ (216,146) $ (178,993) $ (60,578) $ (59,682)  $(1,178,893)
  Adjustments to
   reconcile net
   loss to net cash (used)
   by operating activities:
     Depreciation                     627          74        209         74           983
  Common stock issued
     for services                       -       2,000          -      2,000       483,300
  Stocks issued below market                                                      105,010
Changes in operating
    assets and liabilities:
  Increase (decrease)in
    Accounts payable               29,813      29,259      8,000    (11,205)       136,121
    Payable - related party
    increase in accrued interest        0       3,515          -        865
                                    -----      ------     ------    -------        -------
    Net Cash (Used) by
    Operating Activities         (185,706)   (144,145)   (52,369)   (45,538)      (498,479)
                                   ------     -------    -------     -------       -------
CASH FLOWS FROM
  INVESTING ACTIVITIES
  Purchase of Fixed Assets           (614)     (1,476)         -                    (4,169)
                                   ------     -------    -------    --------        ------
   Net Cash (Used) by
   Investing Activities              (614)     (1,476)         -                    (4,169)
                                   ------     -------    -------    --------        -------
CASH FLOWS FROM
   FINANCING ACTIVITIES
   Subscriptions receivable        33,790                                            33,790
   Proceeds from notes
     payable                                      66,200                             71,200
  Issuance of common
     stock for cash               134,090         98,000    48,000     22,000       456,303
Stock offering costs                    -              -         -          -        (9,134)
                                  -------          ------   -------    -------       -------
  Net Cash Provided by
    Financing Activities          167,880         164,200    48,000    22,000       552,159
                                  -------         -------   -------   -------       -------
INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS             (18,441)         18,579    (4,369)  (23,538)       49,511






CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD            67,952             386    53,880     42,503              -
                                 -------         -------   -------     ------         ------

CASH AND CASH EQUIVALENTS
    AT END OF PERIOD            $ 49,511         $ 18,965  $ 49,511  $ 18,965       $ 49,511
                                 =======           ======   =======   ========       =======
Cash Paid For:

  Interest                       $     -    $      -   $      -     $     -   $      -
  Income taxes                   $     -    $      -   $      -     $     -   $      -




                                        8
















































                    STRATEGIC PARTNERS, INC.
                 (A Development Stage Company)
               Notes to the Financial Statements
            September 30, 2001 and December 31, 2000


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 on going losses
of the Company.  The Company has a net operating loss carryover at September
30, 2000 of approximately $ 957,747 which expires in 2021.  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.

                                       9













                    STRATEGIC PARTNERS, INC.
                 (A Development Stage Company)
               Notes to the Financial Statements
              June 31, 2001 and December 31, 2000



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
                                                         Nine Months Ended
                                                           September 30,
                                                         2001            2000
                                                       (Unaudited)     (Unaudited)


                                                                 
Net loss (numerator)                                  $ (216,146)     $  (178,993)

 Weighted average shares
 outstanding (denominator)                                823,000         690,200
                                                          -------         --------
Basic loss per share                                    $   (0.30)     $    (0.30)
                                                          =======        ========
Dilutive loss per share is not presented as there are
no potentially dilutive items outstanding.


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
                                         2001              2000

        Office equipment             $    4,169        $    3,555
        Accumulated depreciation           (983)           (  356)
                                          ------             ------
                                     $    3,186        $    3,199
                                          ======            ======
Depreciation expense for the nine months ended September 30, 2001 and 2000
was $ 627 and $ 74, 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 $ 1,100 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, 2001 and 2000 was
$ 9,900 and $ 8,100, respectively.


Accounts Payable

Accounts payable consist of unpaid consulting expenses for Chief
Executive Officer in the amount of $100,000 at December 31, 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 $ 150,000 for the year ended December 31, 2000 and $ 112,500 for
the nine months ended September 30, 2001.

The Company agreed to pay its Secretary $2,500 per month as compensation.
Compensation expense associated with this agreement amounted to $ 22,500 for
the nine months ended September 30, 2001 and 2000, 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.

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.





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
offering on November 15, 2000. This offering became effective December
15, 2000, The Company recently filed a post effective amendment
updating the financial information in the prospectus and extending
the offering until December 15, 2001. Copies of the current prospectus
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.



                                 15



     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.



PART II - OTHER INFORMATION

 ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

          (b) There were no reports filed by us on Form 8-K
              for the quarter ended September 30, 2001.


                     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:        10/30/2001


By:   /s/ Frank J. Weinstock
     ---------------------------------
     Frank J. Weinstock, President,
     Director, Chief Executive Officer


By:   /s/ Richard D. Spencer
     ---------------------------------
     Richard D. Spencer,
     Director, Chief Financial Officer



                                     16