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