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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                For the quarterly period ended March 31, 2002

|_|   TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

             For the transition period from ___________ to __________

                         Commission file number 0-32047
                                                -------
                                                -------

                           Southampton Partners, Inc.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

                Delaware                                     11-3320705
                                                             ----------
    (State or other jurisdiction of                        (IRS Employer
     incorporation or organization)                      Identification No.)

               c/o Robert Wilson, President, 11 Bonac Woods Lane,
       ------------------------------------------------------------------
                            East Hampton, New York 11937
                            ------------------------
                    (Address of principal executive offices)

                                 (631) 324-7883
                                 --------------
                           (Issuer's telephone number)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)
                                 19 Mary's Lane
                              Southampton, NY 11968

The number of shares outstanding of the issuer's common stock, par value $.0001
per share, as of March 31, 2002 was 1,000,100.

Transitional Small Business Disclosure Format (Check One):     Yes |_|  No |X|


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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                           SOUTHAMPTON PARTNERS, INC.

                                                                          Page
PART I.  FINANCIAL INFORMATION

            Financial Statements:

            Consolidated Balance Sheet
            March 31, 2003 (Unaudited)                                      4

            Consolidated Statements of Operations
            Three Months Ended March 31, 2003
            and 2000 (Unaudited)                                            5

            Consolidated Statements of Cash Flows
            Six Months Ended March 31, 2003
            and 2002 (Unaudited)                                            6

            Management's Discussion and Analysis or Plan
            of Operation                                                    7-8

PART II. OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K                                 9

  Signatures                                                                10



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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                   NOTE CONCERNING FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. These statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

      The accompanying interim unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included, and the disclosures are adequate to make the
information presented not misleading. Operating results for the three months
ended June 30, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. These statements should be read
in conjunction with the financial statements and notes thereto included in the
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
for the year ended December 31, 2002.




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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                           Southampton Partners, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS

<TABLE>
<CAPTION>
                                                                Period May 15, 1996
                                               (Unaudited)         (inception) to
                                              June 30, 2003       December 31, 2001
                                             ----------------     -----------------
<S>                                          <C>                  <C>
Assets:

Cash                                         $             -      $            -

  Total assets                               $             -      $            -
                                             =================     ================


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Accounts Payable and Accrued Expenses        $             -        $       47,684
                                             -----------------      ----------------

  Total liabilities                                        -                47,684


Stockholders' Equity:

Common stock $.0001 par value;
  200,000,000 shares authorized;
  1,000,100 issued and outstanding;
  200,000 warrants issued, exercisable
  at $5 per share                                          100                 100
Additional paid-in capital                               8,255               8,255
Deficit accumulated during development stage           (56,039)            (56,039)
                                             ------------------     ----------------
  Total stockholders' equity                           (47,684)            (47,684)
                                             ------------------     ----------------

  Total liabilities and stockholders' equity $             -        $         -
                                             ==================     ================
</TABLE>



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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                           Southampton Partners, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     For the Six Months ended
                                                             June 30,
                                                    -------------------------

                                                      2002              2003
                                                      ----              ----
<S>                                               <C>                <C>
Revenue:                                          $      --          $      --

   Total Revenue                                         --                 --
                                                  ===========        ===========
Expenses:

General and administrative                                 50               --

Professional Fees                                      35,929               --

                                                  -----------        -----------
Total Expenses                                         35,979               --
                                                  -----------        -----------

Net Income (Loss) Before Taxes                        (35,979)              --

Net Income (Loss)                                     (35,979)              --
                                                  ===========        ===========

Primary Earnings Per Common Share                       (.036)              --
                                                  ===========        ===========
Net Earnings (Loss)                                   (35,979)              --
                                                  ===========        ===========

Fully Diluted Earnings Per
 Common Share                                           (.036)              --
                                                  ===========        ===========

Net Earnings (Loss) Per
 Common Share                                     $     (.036)       $      --
                                                  ===========        ===========
Weighted Average Number of
 Common Shares Outstanding                          1,000,100          1,000,100
                                                  ===========        ===========
</TABLE>


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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                           Southampton Partners, Inc.
                Consolidated Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>
                                                            Six Months ended
                                                                 June 30,
                                                         -----------------------
                                                            2002          2003
                                                            ----          ----
<S>                                                        <C>           <C>
Cash Flows from Operating Activities
 Net income                                                $(35,979)     $  --

 Adjustments to reconcile net loss to net cash
 used in operations
   Increase in accrued liabilities                           35,979         --
                                                           --------      -------


Net Cash Used from operating Activities                        --           --
                                                           --------      -------

Cash Flows from Investing Activities                           --           --
                                                           --------      -------

Total Cash Flow from Financing Activities                      --           --
                                                           --------      -------

Cash at Beginning of Period                                    --           --
                                                           --------      -------

Net increase (decrease)                                        --           --

Cash at End of Period                                      $   --        $  --
                                                           ========      =======
</TABLE>


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Item 2. Management's Discussion and Analysis or Plan of Operation.

Discussion of Financial Condition

         Southampton Partners, Inc. (the "Company") has no revenues. We have no
operations and own no assets. Our Company will continue to seek a sale or a
business combination transaction. No prediction of the future financial
condition of our Company can be made.

Plan of Business

         Plan of Operation:
         -----------------

         Within the next twelve months, we intend to restructure ourselves in
order to be used as a "shell" for the purpose of merging with, acquiring or
conducting another form of business combination with a privately held company
with growth value in exchange for our Company's securities. We believe we will
be attractive to merger or acquisition candidates because of our status as a
corporation with a class of securities registered under the Securities Act. We
intend to file all reports required under the Exchange Act until a business
combination has occurred. As of the filing of this Report, we have not entered
into negotiations with any specific company regarding the possibility of a
business combination with our Company.

         We will not limit our search to any particular business fields,
industry, or geographic location. We believe that the process of selecting a
suitable privately held company and the subsequent merger or business
transaction will be extremely risky and complex. We presently have no
operations, no revenue and no assets. Our ability to continue as a going concern
will be dependent upon our ability to combine with another entity with an active
business. However, we believe a business combination with us may be advantageous
to a company because the combination will provide the benefits of acquiring an
ownership interest in a publicly registered company without the costs or the
time that would be incurred when conducting an initial public offering. Our
management has not conducted any market research on the potential benefits a
privately held company may receive if it participates in a business combination
with us.

         Our management, led by Robert Wilson, will analyze the business
opportunities for our Company. Factors such as the prospective candidate's
operating history, financial and managerial resources, technical expertise,
assets and potential for generating revenues will be relevant when analyzing
business opportunities for our Company.

         We currently have no full-time employees. Mr. Wilson, our President,
Secretary, Treasurer and sole director, will not devote his entire time to the
business affairs of our Company. If we engage in a business combination with
another company the number of employees may change significantly.





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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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     We may be unable to satisfy any liabilities incurred prior to the
combination with a privately-held company. If negotiations and transactions fail
prior to a successful consummation, we may not be able to continue to pursue
business opportunities with other privately-held companies. If this occurs, it
is foreseeable that our Company's Common Stock may become worthless and our
stockholders may receive a nominal distribution, if any, upon our Company's
liquidation and dissolution.

      We can not predict the resulting value of the merger or business
transaction for the owners of the privately-held company selected for the
business combination. The privately-held company selected for the business
combination may incur significant expenses and costs associated with the
business transaction including legal, accounting and administrative fees and
expenses. Further, it may be difficult for the combined companies to afford
marketing campaigns, new developments or the ability to manufacture, if any.

      We can not provide any assurance that the combined company will be able to
receive additional equity or debt financing or funding from a third-party if the
combined company subsequently requires it.




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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

     (a)  None.

     (b)  No reports on Form 8-K were filed during the quarter ended June 30,
          2003


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Southampton Partners-INC - 10QSB - Quarterly Report        Date Filed: 7/14/2003
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                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: June 30, 2003                   Southampton Partners, Inc.
                                      -------------------------------------
                                                (Registrant)


                                      By: /s/ Robert A. Wilson
                                          --------------------------------------
                                          Robert A. Wilson
                                          President (principal executive officer
                                          and principal financial and accounting
                                          officer)


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