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 September 30, 2001

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

             For the transition period from ___________ to __________

                         Commissions 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, 19 Mary' Lane,
       ------------------------------------------------------------------
                           Southampton, New York 11968
                            ------------------------
                    (Address of principal executive offices)

                                 (631) 204-1150
                                 --------------
                           (Issuer's telephone number)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

The number of shares outstanding of the issuer's common stock, par value $.0001
per share, as of October 10, 2001 was 41,679,100.

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

<PAGE>

                           SOUTHAMPTON PARTNERS, INC.

                                                                            Page
Part I.  FINANCIAL INFORMATION

            Financial Statements:

            Consolidated Balance Sheet
               September 30, 2001 (Unaudited)                               4

            Consolidated Statements of Operations
            Nine Months Ended September 30, 2001
            and 2000 (Unaudited)                                            5

            Consolidated Statements of Cash Flows
            Nine Months Ended September 30, 2001
            and 2000 (Unaudited)                                            6

            Management's Discussion and Analysis or Plan
            of Operation                                                    7-21

PART II. OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K                                 21

  Signatures                                                                21


                                       -2-
<PAGE>

                   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 nine months
ended September 30, 2001 is not necessarily indicative of the results that may
be expected for the year ended December 31, 2001. 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, 2000.

Notes to the financial Statements

      1.    Statements reflect acquisition agreed to on September 15, 2001 but
            not completed unit October 1, 2001 and November 1, 2001
            respectfully.
      2.    Fees and option are book at current markets values and do not
            reflect decrease if any in market value or uncollectible fees
      3.    None of the fees have been collected at the time that these
            financial statements were prepared.
      4.    All assets were book at purchases price no adjustment of any kind
            have been made to their market value.
      5.    Expenses are just estimates of the cost to manage the assets and
            fees to be paid to our outsource management group
      6.    All of our companies were formed on October 1, 2001 and the acquired
            assets placed into the appropriate company. The only exception is
            3-D Lenticular Imaging which was formed by founder and current
            President Robert Thompson.


                                       -3-
<PAGE>

                           Southampton Partners, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                        ASSETS
                                                                          Period May 15, 1996
                                                         (Unaudited)         (inception) to
                                                      September 30, 2001   December 31, 2000
                                                      ------------------   -----------------
<S>                                                      <C>                   <C>
Assets:

Cash Equivalents & stock option                          $ 18,612,640          $     --

Property, Plant & Equipment                                 6,790,000

  Total assets                                           $ 25,402,640          $     --
                                                         ============          ========

          LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Accounts Payable and Accrued Expenses                    $     18,150          $  6,345
                                                         ------------          --------

  Total liabilities                                            18,150             6,345


Stockholders' Equity:

Common stock $.0001 par value;
   200,000,000 shares authorized;
   41,679,100 issued and outstanding;
   200,000 warrants issued, exercisable
   at $5 per share                                              4,168               100
Additional paid-in capital                                 25,398,472             8,255
Deficit accumulated during development stage                  (26,505)          (14,700)
                                                         ------------          --------
  Total stockholders' equity                               25,376,137            (6,345)
                                                         ------------          --------

  Total liabilities and stockholders' equity             $ 25,394,287          $     --
                                                         ============          ========
</TABLE>


                                       -4-
<PAGE>

                           Southampton Partners, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                       For the Nine Months ended
                                                             September 30,
                                                       -------------------------

                                                             2000           2001
                                                             ----           ----
Revenue:                                               $       --    $37,631,500

   Total Revenue                                               --     37,631,500
                                                       ==========    ===========
Expenses:

General and administrative                                     50        377,615

Professional Fees                                              --         28,605
                                                       ----------    -----------

Total Expenses                                                 50        406,220
                                                       ----------    -----------

Net Income (Loss) Before Taxes                                (50)    37,225,280

Provision for Taxes                                            --     18,612,640

Net Income (Loss)                                             (50)    18,612,640
                                                       ==========    ===========

Primary Earnings Per Common Share                         (.00005)          .447
                                                       ==========    ===========
Net Earnings (Loss)                                           (50)    18,612,640
                                                       ==========    ===========

Fully Diluted Earnings Per
 Common Share                                             (.00005)          .447
                                                       ==========    ===========

Net Earnings (Loss) Per
 Common Share                                          $  (.00005)   $      .447
                                                       ==========    ===========
Weighted Average Number of
 Common Shares Outstanding                              1,000,100     41,679,100
                                                       ==========    ===========


                                       -5-
<PAGE>

                           Southampton Partners, Inc.
                Consolidated Statements of Cash Flows (Unaudited)

                                                           Nine Months ended
                                                             September 30,
                                                      --------------------------
                                                         2000              2001
                                                         ----              ----

Cash Flows from Operating Activities
 Net income                                             $ (50)     $ 37,631,500
 Adjustments to reconcile net loss to net cash
 used in operations
   Increase in accrued liabilities                         50       (37,622,000)
                                                        -----      ------------

Net Cash Used from operating Activities                    --       (19,018,860)
                                                        -----      ------------

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

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

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

Net increase (decrease)                                    --        18,643,140

Cash at End of Period                                   $  --      $ 18,643,140
                                                        =====      ============


                                         -6-
<PAGE>

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

Our Business

New Business Plan

On September 5, 2001 our Board of directors met to consider the direction of our
company. From that meeting a new direction was determined and the below plan of
proposed business was developed. The company will move forward as a merchant
banking firm, as this plan of action best fits the expertise of our management.

Merchant Banking Firm

To execute our new business the firm has developed three units: (1) Venture
Capital Unit, (2) A Leisure Industry Unit that will focuses on purchasing and
developing Sport & Entertainment business and ancillary business, (3) A Real
Estate Unit that will purchase income producing commercial properties that are
related to the leisure units business.

Three companies have already been created to start executing this plan. These
companies which are whole owned subsidiaries of Southampton Partners are Hampton
Ventures, Inc., East Cost Properties, Inc. and RAW Motorsports, Inc. A
description of their business id listed below:

      o     Hampton Venture, Inc.: Venture capitals firm that's missions is to
            supply funding for the acquired companies and the companies we are
            developing.

      o     East cost Prosperities, Inc.: a real estate holding company

      o     RAW Motorsports, Inc: Owner of a NASCAR Winston Cup and Bush racing
            team and our first sport and entertainment business.

Terms of Our Merchant Banking Agreements

The merchant banking business is about buy firms and building or rebuilding the
companies brand and profitable and setting a time period for the company to
stand on its own. In most cases the firm's founder or management is giving terms
under which it can repurchase up to sixty percent of the firm. During the period
the repurchase agreement is in place the management is given autonomy in run the
business and it is consider a separate unit. Below are the terms of repayment we
are currently using:

      1.    We must be able to recoup our investment and retain twenty five
            percent of the firm

      2.    The firm must be able to support a $100 million valuation at ten
            times earnings within five years.

      3.    If the founder or management has not met the above terms in five
            years the repurchase agreement is void.

If management or the founder met the above terms, a public offering of the
company will take places to spin them off and for us to recoup our investment.

Our Strategy

Our strategy is to focus on one primary industry with a secondary focus on an
industry that has compatibly with the primary focus. For example if our focus
was the marketing industry a complimentary industry would be broadcasting. Once
the primary and secondary industries have been identified, we then chooses a
company or companies to be the center pieces of our focus and start determing
ancillary business to be built around the focus company(s). We choose ancillary
business on their ability to cross sell with each other. Once the above has been
determine we start seeking acquisition targets and develop the strategy.

Our current primary focus is the Sport & Entertainment Industry, with a
secondary focus of real estate. The current focus company is RAW Motorsports, a
NASCAR Winston Cup & Bush Racing Team. The business and real estate we acquirer
will support the racing team and allow us to receive maximum income form the
racing industry. Below is a chart that shows what we have determined to be the
focus of our current strategy. Under later heading we will give a detail
exploration of our reasoning behind these focuses.


                                      -7-
<PAGE>

<TABLE>
<S>           <C>                       <C>                    <C>                    <C>
                                     ==========================

                                     Southampton Partners, Inc.
                                          Holding Company
                                     ==========================
                                                 |
                     ____________________________|______________________________
                     |                           |                              |
                     |                           |                              |
              ________________             =============                _______________

                                              Sport &
              Real Estate Unit             Entertainment                Venture Capital
              Secondary Focus                   Unit                         Unit
                                           Primary Focus                  Funding Unit
              ________________             =============                _______________
                                                 |
                                   ______________|______________
                                   |                           |
                                   |                           |
                            _______________              =============

                                                            Sport &
                            RAW Motorsports              Entertainment
                                  Inc.                   Conglomerate
                             Primary Focus               Primary Focus
                            _______________              =============
                                                               |
        ______________________________________________________________________________________________________
        |                           |                          |                     |                       |
        |                           |                          |                     |                       |
==================                  |                          |                     |                       |
 Collectables (3-D            =============             _______________        =============          ===============
   Lenticular                   Equipment               Fitness Clubs &         Hospitality             Marketing &
    Imaging)                   Manufacture                Health Spa's         Entertainment          Public Relation
  Primary Focus               Primary Focus              Primary Focus         Primary Focus           Primary Focus
==================            =============             _______________        =============          ===============
        |                          |                                                 |                       |
        |                          |                                                 |                       |
        |               ___________|                                     ____________|           ____________|
        |               |                                                |                       |
________|_________      |     _____________                              |     ____________      |     _________________
                        |                                                |                       |
Gift & Collectible      |        Engines                                 |      Night Clubs      |     Advertising Sales
     Shops              |_____  Ancillary                                |____   Ancillary       |____    Ancillary
   Ancillary            |       Business                                 |       Business        |        Business
   Business             |     _____________                              |     ____________      |     _________________
__________________      |                                                |                       |
                        |     _____________                              |     _____________     |     _______________
                        |                                                |                       |
                        |        Race Car                                |      Restaurant &     |        Publishing
                        |_____  Maintenance                              |____    Catering       |____    Ancillary
                        |        Ancillary                               |       Ancillary                Business
                        |        Business                                |       Business
                        |     _____________                              |      ____________            _____________
                        |                                                |
                        |     _____________                              |    ________________
                        |                                                |
                        |        Race Car                                |    Sport Vacation &
                        |_____  Manufacturer                             |____    Tours
                                 Ancillary                                       Ancillary
                                 Business                                        Business
                              _____________                                   ________________
</TABLE>

Our Offices

Presently, we are utilizing office space without charge at the office of our
Company's President located at 19 Mary's Lane, Southampton, New York 11968.
These facilities are suitable for us presently.

Corporate Background

Southampton Partners, Inc. (the "Company" or "we") was formed pursuant to the
corporation laws of the State of Delaware on May 15, 1996, and we have our
principal office in Southampton, New York. We were formed for the purpose of
engaging in computer software publishing and reselling, also known as Shareware.
However, lack of funds made it difficult for us to maintain business operations
and we eventually became inactive. Our corporate charter was eventually revoked
on March 1, 1998 by the State of Delaware for our failure to pay required taxes
and for lack of a registered agent. All non-remitted taxes on behalf of our
Company have been paid and we have appointed a registered agent. We filed a
Certificate of Renewal and Revival of Certificate of Incorporation pursuant to
Section 312 of the General Corporation Law of the State of Delaware, resulting
in the reinstatement of our corporate charter on January 15, 1999. We then
started our searching for a merger or other possible business transaction with a
suitable privately held company. We voluntarily flied Form 10-SB registration
statement with the believeth we would be more attractive to merger or business
combination candidates if were are a public and reporting company

Proposed Boston Stock Exchange Symbol: "SHP"

Risk Factors

We may not be able to develop or acquire the business necessary to complete this
business plan.

Our success depends on acquiring and developing the business we have identified
as "primary, secondary and ancillary. Any business failure or delay in acquiring
or developing these businesses could have a negative impact on our business and
its prospects.

Currently we are depending on one sports franchise to be the focus of our
success.


                                      -8-
<PAGE>

Are current business plan is developed around our NASCAR Racing Team. NASCAR has
a long track record of fan brand loyalty, but their can be no assurance that
this loyalty will transfer to our products and services within or outside the
NASCAR community.

Lack of success of our race team could limit the success of our products and
services.

If our race team does not achieve the success we anticipate it is possible that
the brand recognition we anticipate may not become reality. This could have
adverse success on our business and its profitability.

We are dependent on being the first to the market with many of our products and
services.

The success of many of products and service is dependent on being the first to
market. This means that we must be the first to licenses movies, sports stars,
and performers. There is very heavy competition and completive biding in this
market. There can be no assurances that we will win these bid and that companies
with more resource may not out bid us.

We experiences intense competition form a verity of sources.

The merchant banking and sports and entertainment business is very completive in
both the acquisition of target companies and competing for the publics
discretionary dollars. We have competitors who are larger operation with more
personal, more experiences and funding that we are competing with. There can be
no assurance that we have the resources to compete with these firms and that
this will not adversely affect our business and its profitability.

We are dependent upon Robert Wilson for the management and the conduct of our
business.

As noted throughout this Report, we are highly dependant upon Robert Wilson, our
President, Secretary, Treasurer and sole director, and his ability to
investigate and evaluate a suitable business entity. Mr. Wilson will not devote
his entire time to the business affairs of our Company. Mr. Wilson only has a
verbal arrangement with our Company to work for our company. The loss or
unavailability of Mr. Wilson may have a materially adverse effect on our
business and potential earning capacity. We currently do not maintain any key
person insurance to compensate us if we loss the services of Mr. Wilson, nor do
we intend to purchase key person insurance.

Lack of operating history as a unit.

Event through we have purchase and will to continue to purchase on-going
business there can be no assurances that the business or the management teams
will be able to work together for the common good of the company. If this should
accrue it will have an adverse effect on our business and profitable.

We are not trading on a market.

We are presently not trading on a market. We can not provide assurances that we
will in the future trade on a market. If a market does develop, we can not
provide assurances that it will be maintained. We plan to file an application to
the Boston Stock Exchange, Inc. to have our Company's securities traded on their
exchange. A trading market may not be able to be developed.

Our business and growth will suffer if we are unable to hire and retain highly
skilled personal.

Our future success depends on our ability to attract, train, motivate and retain
highly skilled employees. If we are unable to hire and retain skilled personnel,
our growth may be restricted, the quality of our products and services
diminished and our revenues and the value of your investment reduced.
Competition for highly skilled employees is intense in our industry. We may be
unable to retain our skilled employees or attract, assimilate and retain other
highly skilled employees in the future.

Economic downturns or recessions may dampen the demand for our products and
services.

Our experience indicates that during economic declines, some decisions to spend
discretionary dollars are deferred or cancelled. At the current time the country
is in an economic downturn and the leisure industry has been adversely effected
by the territories events of September 11, 2001. However, we are not able to
predict whether the slowdown will last for an extended period of time and if it
does what negative effect if any it will have on our business, financial
condition and results of operations.

If we do not develop a sufficient and marketing force, we may not be able to
improve profitability and increase revenues sufficiently.

Currently, we engage in limited marketing activities, conducted primarily by our
senior management. We have obtained leads for new business mainly through
recommendations from existing clients and general word of month rather than
extensive marketing and sales campaigns. We plan to hire an in-house sale and
marketing staff, but our efforts to develop a sufficient sales and marketing
campaign may prove to be inadequate. Our


                                      -9-
<PAGE>

inability to develop an effective sales and marketing group could have a
negative effect on our planned growth and profitability.

We may not be able to successfully make acquisitions or form joint ventures as a
means of fostering our growth.

We may not be able to identify suitable candidates for acquisition or joint
venture or consummate transactions with them. Since we are relying on acquiring
other companies and forming joint ventures to promote our growth, our
opportunities may be limited in this regard. If we make an acquisition of a
company or form a joint venture, we could have difficulty assimilating the
acquired company's operation and personal or working with the joint adventurer
which could increase our expenses and reduce the value of your investment. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and charges as well as materially and adversely
affect our revenues and the value of your investment.

We have no patents, patents pending or copyrights, and we may not be able to
protect our remaining proprietary rights and may infringe on the proprietary
rights of others.

We have no patents, patents pending or copyrights, but we regard our trade
secrets and similar intellectual property as important to our success. However,
our efforts to establish and protect our proprietary rights may be inadequate to
prevent misappropriation or infringement of our proprietary property. If we are
unable to safeguard our intellectual property rights, our business, operating
results and financial condition could be materially harmed. Third parties may
bring claims of copyright or trademark infringement against us or claim that our
use of certain technologies violates a patent. Third parties may also claim that
we have misappropriated their technology or otherwise infringed on their
proprietary rights. At present, we are not aware of any claims of infringement,
with or without merit, could be time-consuming to defend, results in costly
litigation, divert management attention, require us to enter into expensive
royalty or licensing arrangements or prevent us from using important
technologies or methods. These eventualities, together or alone, could damage
our business and financial condition.

We need to manage our growth effectively.

Our growth has placed, and will continue to place, a significant strain on our
managerial operational and financial resources. Failure to manage our growth
effectively could have a material adverse effect on our business.

Our management controls 81.6% of our outstanding common stock.

The interests of management could conflict with the interests of our
stockholders. Mr. Robert A. Wilson is beneficial owner of approximately 81.6% of
our outstanding common stock. Accordingly, he has the power to control the
election of all of our directors and other issues for which the approval of our
shareholders is required. If purchases shares of our common stock you may have
no effective voice in our management.

Our management has substantial discretion over the direction of the company.

Management has control of the direction of the company and they may take the
company in a direction that is not in the direction that meets your investment
direction. Before investing in our company investor show consider this factor.

Our stock price may fluctuate, which may make it difficult to resell your shares
at attractive prices.

The market price of our common stock may be highly volatile. The market prices
of securities of other sports and entertainment oriented companies of similar
size have been extremely volatile. Factors that could cause volatility in our
stock prices include:

      o     Fluctuations in our quarterly operating results;
      o     Changes in the market valuations of other leisure companies and
            stock market prices and volume fluctuations generally;
      o     Economic conditions specific to the leisure industry
      o     Announcements by us or our competitors relating to new services or
            technologies, significant acquisitions, strategic relationships,
            joint ventures or capital commitments;
      o     Applicable regulatory developments; and
      o     Additions or departures of our key personnel.

Additional Financing May Be Necessary.

We may require additional capital, or additional financing in the near future.
There can be no assurance that we will be able to arrange additional financing,
and if such financing is available, whether debt or equity, it may not be on
terms favorable to our Company.

Conflicts of Interest.


                                      -10-
<PAGE>

Potential conflicts of interests between our Company and our officer and
director may occur. Our officer and director may pursue or engage in business
activities, which may be similar or dissimilar to those engaged in by our
Company. We can not provide assurances that potential conflicts of interests
will resolve in our Company's favor.

Dividend Policy.

We have not declared or paid a cash dividend since inception and we do not
contemplate any in the foreseeable future. Dividends will be payable when and if
declared by the Board of Directors.

Capitalization

                                                         September 30, 2001
                                                      -------------------------
                                                       Actual        Adjusted
                                                      --------     ------------
Liabilities:

Accounts Payable and Accrued Expenses                 $ 18,150     $     18,150
                                                      --------     ------------

  Total liabilities                                     18,150           18,150

Stockholders' Equity:

Common stock $.0001 par value;
   200,000,000 shares authorized;
   41,667,100 issued and outstanding;
   200,000 warrants issued, exercisable
   at $5 per share                                         100            4,168
Additional paid-in capital                               8,255       25,398,472
Deficit accumulated during development stage           (26,505)         (26,505)
                                                      --------     ------------
  Total stockholders' equity                           (18,150)      25,376,137
                                                      --------     ------------

  Total liabilities and stockholders' equity          $     --     $ 25,394,287
                                                      ========     ============
The above table includes our:

      o     Total networth at the closing of all acquisition currently under
            contract

      o     Payments of all legal and exchanges fees have not been included

      o     The issuances of another 40,667,000 shares of common stock

Cautionary Note Regarding Forward-Looking Statements

Forward Looking Statements: This Form 10-Q contains, or incorporates by
reference, certain statements that may be deemed "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, each as amended. All statements, other
than statements of historical facts, that address activities, events or
developments that our Company intends, expects, projects, believes or
anticipates will or may occur in the future are forward-looking statements. Such
statements are based on certain assumptions and assessments made by management
of our Company in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors it
believes to be appropriate. The forward-looking statements included in this Form
10-Q is also subject to a number of material risks and uncertainties.
Stockholders and prospective investors are cautioned that such forward-looking
statements are not guarantees of future performance and that actual result,
developments and business decisions may differ from those envisaged by such
forward-looking statements.

Managements Discussion and Analysis of Financial Condition and Results of
Operation.

On September 15, 2001 our Board of Directors approved the purchases of assets
totaling 22.3 million dollars for the issuances of 40,679,000 shares of our
common stock. These assets included a 31,026 square foot office/warehouse, a
NASCAR Race Team, a King Air 300 airplane and equity line of credit and option
to purchase common shares of stock. All of these acquisitions will be closed by
November 1, 2001.

These asset acquisitions are a substantial step in the development of our
company as we are no longer a blank check company and now we are an operating
company with real and valuable assets. It is also the first step in executing
our new business plan and achieving our goal of building a sports and
entertainment conglomerate.

Business

Overview

Currently we have three business units, two of which are profit centers the
third is a support unit. Our current focus is to develop business that target
market is the sport & entertainment industry and our secondary focus is the
purchase of the real estate that supports the target business. Our plan is to
purchase up to fifteen sport & entertainment properties and then partner with
the owners of ancillary support business in helping them build their business
around our franchise. We plan on helping these businesses grow by


                                      -11-
<PAGE>

providing management expertises and financial infusion of capital supply by our
venture capital unit. Below are a description of our current units and the plan
of action going forward, as well as the businesses that are already in places.

Sport & Entertainment Unit

Sport & Entertainment Franchises

Currently we have one sport franchises, which is RAW Motorsports, Inc. a NASCAR
Winston Cup and Bush Racing team that was created with the purchase of the
assets of Joe Bessey Motorsports, Inc. Below is a description of RAW Motorsports
and NASCAR in general.

RAW Motorsports, Inc.

The Company's Winston Cup and Bush Racing Teams is the centerpiece of all the
activities of Southampton Partners. All of the ancillary business will be built
with the racing team as the centerpiece of their marketing and existences. Sport
marketers call these product extensions. The sports industry in America is
estimated at 200 billion dollars per year and Winston Cup Racing is rated in the
top five percent of that industry. According to the AC Neilson Company, sixty
five percent of all Americans have watched a sporting event, either live or on
television, in 1996. The same Neilson report says sports are the fastest growing
marketing delivery system for American corporate promotional activity. In 1997,
approximately fifty percent of all marketing dollars were spent on sports
marketing. According to a June 1997 Sports Illustrated report, Winston Cup
Racing was the fastest growing sport in America. According to a June 1999 USA
Today report, NASCAR races were watched on television by 45% of adults in the
year 1998.

In the same report, they said that the fans of Winston Cup Racing were also the
most loyal of all sports fans in America. It also said that they would purchase
sponsor related products by computer. In marketing, this is called a "halo
effect," where the good feeling that the fan has for the sport is transferred to
the sponsoring company's product. It is with this information and the passion
the Company has for Winston Cup Racing that we have chosen to build the
Company's profit center around this sport.

The Company will take a team approach to building its racing team. What this
means is, there will not be separate departments working on the racecars. The
engine people, the chassis people and the engineers will all work in a team
assigned to getting the cars ready for a specific race. The Company feels this
will bring the team members together faster and help them win sooner. This fits
the Company's approach to Winston Cup Racing, as to build the profit centers to
their maximum potential a winning team will get there faster than any other form
of marketing. This is averment by the earning potential of the top Winston Cup
Teams.

Who is NASCAR?

William H. G. France, who is "Mr. Racing" in the United States, founded it. His
experience as driver, mechanic, car owner, organizer and official not only
influenced the growth of stock car racing in this country. His guidance also was
of great help in the growth of international motor sports as well. It was Bill
France who revived racing on the famous old beach and road course at Daytona,
Florida, masterminded the formation of NASCAR and guided the organization to the
international esteem it enjoys today.

In the beginning, stock car racing had no direction. Drivers entered the cars
they drove to the track, making only minor changes and adjustments for safety.
While the need for direction was always there, it was not until stock car racing
was resumed following World War II, with bigger and faster cars than ever, that
sensible men decided that by banding together, the sport could gain the
prominence it deserved.

The National Association for Stock Car Auto Racing (NASCAR) was formed in
February of 1948. In the past 50 years, stock car racing has grown into a highly
competitive, highly respected sport followed avidly by people from all walks of
life. "From a humble beginning, there were 875 members in 1949, NASCAR has
become the world's leading car racing organization. The current membership is in
excess of 14,000 and NASCAR sanctions over 100 racetracks in the United States
and Canada. NASCAR oversees 2,000 events each year with prize money totaling
more than $100,000,000. Since attendance records started to be kept in 1967 when
the spectators totaled 3,260,000, NASCAR has grown to more than 16,000,000
spectators in 1996. NASCAR has spurred the growth of motor sports' popularity to
the point that they are now the number two sport in the United States, with only
the NFL having better television ratings and no other sport attracting more
spectators per event.

Sport & Entertainment Conglomerate

The theory of our sport & entertainment conglomerate company is to develop joint
ventures between or franchisees, and other small sport and entertainment
company's to come together to create barging power and economies of scale for
the following services:

      o     Sales & Marketing

      o     Supplies


                                      -12-
<PAGE>

      o     Leasing

      o     Financial Management

      o     Collectables & Gift Shops

      o     Public Relation

      o     Sport & Entertainment Tours & Vacation

      o     Restaurants

      o     Night Clubs

      o     Publication

      o     Licensing

      o     Health Clubs & Spas

Below you will find a brief description of each of the proposed services and our
theory and beliefs behind developing each.

Sales & Marketing

"When the 30-second television commercial comes on with frogs sticking their
tongues on the beer truck or a chicken crossing the road to get a cold brew,
you're heading to the refrigerator for one of your own. And when the race comes
back on, you're back in your chair watching Dale Earnhardt Jr.' s Bud car pass
another on the track."

It is this theme from The Los Angeles Times on June 18, 1997 that the Company
plans to build its marketing and advertisement agency around. It is the belief
of the Company that there is a niche market in developing theme-marketing
campaigns for corporate America around Winston Cup Racing.

As the industry of sports & entertainment marketing has evolved, no one has
tried to focus on building a company around providing complete marketing
services for that industry. In the past, companies involved in sports &
entertainment would go out and find a corporation to sponsor their effort. In
return, the companies would place the Company's logo or mark on their products
and or services. It would be up to the Company's marketing department to come up
with an advertising campaign to be built around the sponsorship. Many companies
did not know how to use the sponsorship as the center of a marketing campaign.
Out of this came companies that specialized in sports & entertainment marketing.
There are companies whose business is to handle sports & entertainment related
campaigns after they have been developed, but none that own the franchises and
develop the campaign before it is sold to the corporate marketing partner. The
Company plans to change this by developing a full service marketing and
advertisement agency that specializes in marketing campaigns build around a
sports & entertainment sponsorship. The Company will develop, place and manage
print, radio and television advertisements for each corporate client that
reflects the theme of their marketing campaign. In addition, the Company will
develop point of sale advertisements, in-store promotion, public relation
campaigns and personal appearances by the driver and entertainers, which also
reflects the marketing theme.

The goal of this division of Southampton Partners, Inc. is to better transfer
the brand loyalty of its industry, the Company and sports & entertainment to its
corporate marketing partners. At the same time, the Company hopes to help build
better brand recognition for the marketing partner and itself, so both can
become more profitable enterprises.

Supplies

The conglomerate will use its buying power to negotiated the purchase of common
supplies as a group, these items will then be distributed on a as needed base
from a central location to all members. These item could consists of office
supplies, printing, film, cleaning supplies, construction supplies and other
items that can be purchased in bulk.

In the case of NASCAR teams the conglomerate will build and repair the complete
race cars need to compete for all of the teams that become member of the
conglomerate. The conglomerate wills also purchase all necessary supplies,
parts, races tires and lubrications, plus perform testing and research and
development for all member teams at a prices that is agreed on before the start
of the racing season. To become a member of the conglomerate the team owner must
agree to these terms.

Leasing

The members of the conglomerate will be able to lease all major purchase through
the conglomerate. This could be equipment, automobiles or offices spaces, as
well as any other large ticket items.

Financial Management


                                      -13-
<PAGE>

Outsourcing of the CFO function will be available to all conglomerate members
from Robert Wilson Capital Corporation, a company owned by our president. A
description of the services is given below:

The Robert Wilson Capital Corporation is a Corporate Finance & Human Resources
management outsourcing-consulting firm that provides a one-stop solution to
client's needs. The Company targets firms that are in their first year of
business (start-ups) until they have reached $100 million in annual revenue. For
a firm to be accepted by the Company as a client they must meet three sets of
criteria. First, the Company must like the client's business model and believe
that it has the opportunity to grow to IPO sizes (sales greater then $100
million annually and a sustainable growth rate greater than 20% per year) within
the next five years. Secondly, the Company must believe that the firm's
management team is capable of carrying out the firm's business plan or the
founders are willing to bring in the needed managerial talent. The Company will
then determine the current position of the firm by completing a diligence intake
form and entering the information into our Financial Management & Planning
System. The patented software programs will then analysis the following key
financial indicators

      o     Financial Statement Analysis
      o     Job Costing Analysis
      o     Cash Management Analysis
      o     Employee Benefits Analysis
      o     Insurance Analysis
      o     Capital Budgeting Analysis
      o     Cost of Capital Analysis
      o     Capital Structure Analysis
      o     Dividend Policy Analysis
      o     Accounts Receivable Analysis
      o     Accounts Payable Analysis
      o     Inventory Management Analysis
      o     Taxes Planning Analysis
      o     Depreciation Analysis
      o     Risk Analysis
      o     Return Analysis
      o     Project Analysis

At this point the program's algorithms create a term sheet of services to be
provided by the Company. The term sheet will also include the fees for the
service and reason that each service is needed.

Collectables

The conglomerate will manufactures and distribute collectables through first
company being acquired under our merchant banking program. Below is a
description of the company and its current products:

3-D Lenticular Imaging Corporation

Lenticular imaging is one of the cutting edge technologies now available in
computer graphics that are paving the way for new forms of high impact printing.
Offering a dimension of realism like nothing ever before capture in graphics,
Lenticular images without question get noticed. Both kids and adults alike find
them fun, exciting to view and see them as something totally different. And when
you factor in that no special equipment is required to view Lenticular's special
visual effects, you can see why the appeal is so great

Making their way into a variety of applications, lenticular images are now used
on displays in department stores, on face of vending machines, on trade show
displays, as outdoor window presentations, and on souvenirs and novelties.
Through Lenticular imaging, one can see a fashion model strike a series of poses
as the display is passed, or see the flight of a football thrown by the
quarterback into the receiver's hands. The creative possibilities are endless.

To help advertisers truly capture the effect they desire, Lenticular images are
available in three creative processes. With the flip process, one scene changes
into another right before your eyes. There is also a motion process that merges
a range of scenes to create more extensive movement. And last, there is a 3D
process that shows an extreme depth of field.

While holograms and virtual reality are other forms of multidimensional media
offering new options in creativity, they are very expensive to produce. In
comparison, Lenticular imaging is less expensive which gives it greater appeal
for a broader range of applications.

Because the industry for Lenticular imaging is in its inception stage, a ground
floor opportunity exists for pioneers to entrench themselves and develop
noteworthy market shares. Such is the case for the 3D Lenticular Imaging
company. There are a number of key factors that enable us to grow the company
and generate substantial market share:

We are one of a select few marketers of this unique, new printing product


                                      -14-
<PAGE>

There are a limited number of companies that are currently marketing Lenticular
products. To strengthen our position in this regard, we have working
relationships with several of the leading Lenticular printing companies which in
effect expands our market presence for these products and limits the competition
for prospective accounts.

There are substantial barriers of entry into the Lenticular marketplace

Lenticular imaging is a highly specialized computer process that requires
expensive specialty equipment to produce the graphics. Traditional printers not
only don't have this equipment, but it is not feasible for them to invest in and
develop clients for Lenticular' s when they are geared-up for conventional
printing. In contrast, we have in-house prepress capabilities for Lenticular
graphics which expands the resources we can offer.

We have developed a line of products with a broad range of selling opportunities

By design, our Phase I efforts to date focused on establishing our breath of
product line of 16" x 20" posters, 8" x10" and 4" x 5" photo prints, magnets, CD
covers and phone cards; developing pilot programs, recruiting celebrity
licensing agreements, and building prospect data bases. As a result, we have
developed a portfolio of clients including the NY Jets, the NY PAL, Modell's
Sporting Goods, Long Island Youth football, Ohio State Football, Gloria Estefan,
Kiss Rock Band, Crunch Apparel, Moen Faucets, Families First, Eminem and pending
clients in development - Jennifer Lopez, Creed, Aaron Carter, Al Leiter, No
Doubt, Offspring and Chris Cornell.

Proven marketing strategies and support programs in place

We have formulated strategies for making Lenticular' s through the mail and via
the phone utilizing a sampling technique so as to efficiently reach larger
numbers prospective buyers. We have found that this is not only a more
economical way to reach the masses, but it affords us the time to conduct face
to face presentations where needed. Through our efforts, we have stimulated
interest for Lenticular products across many of our target markets while
building a brand recognition for our company name in the process. We expect that
these endeavors will result in substantial sales as we go forward.

Internal and external sales forces actively selling

To maximize our selling efforts, we are using both internal and external selling
avenues to reach our prospective customers. Via inside sales efforts, we are
following-up on the mailings to take orders, set appointments and distribute
more information as requested. Simultaneously, we are making presentations to
target prospects that we qualify.

Gift Shops

The Company will also sell the branded merchandise itself. This will be done at
the speedways where the Winston Cup events take place, at personal appearance
sites and at a team store located in the team headquarters and racecar
maintenance facilities.

It is a tradition with Winston Cup teams to have large Rolling Outlet Centers at
all of the events they compete in. These centers, which can also go to the
personal appearances if they do not compete with the hosting company's business,
are large trailers that have all of the branded apparel, souvenirs and
collectibles that have been licensed by the Company. They act as meeting places
for the fans at Winston Cup Events, which besides generating revenue for the
Company allows them to act as promotional booths for the Company's marketing
partners. The Company can then hand out fliers, samples and discount coupons of
the marketing partners' products and services, which will give the fans a
greater sense of unity with both the Company and its marketing partners. The
team stores offer the same opportunities when fans visit Company headquarters or
the maintenance facilities, as well as offering a new profit center that could
be expanded to shopping malls throughout America.

Public Relation

The conglomerate will maintain a staff of public relation professionals. The
staff's responsibility is to maintain a constant follow of public relation
releases for the member of the conglomerate.

Sport & Entertainment Vacation & Tours

The conglomerate will search for a company to purchases that will develop sport
& entertainment vacation, tours, and events. Beside the profit motive, the
closer we align the conglomerate members with fans, the better accepted the
other products the conglomerate offers.

Restaurants-Nightclubs

The main purpose of the facility is to provide a quality restaurant that is
themed to the member business of our sports & entertainment conglomerate. The
restaurant will resemble Chili's in more ways than one. The food will be
relatively inexpensive and will have a bar with televisions in all corners.
Finally, the restaurant will contain a nightclub on the second floor. The
nightclub will also contain a bar.

The bar room is to be fifty-five feet by thirty-five feet and is to be located
on the first floor. There will be two big screen televisions at opposite corners
of the bar. It will be equipped with thirty bar stools. Along the edges of the
room, there will be


                                      -15-
<PAGE>

approximately fifteen to twenty small tables for people who want to order drinks
and/or appetizers. There will be two full time bartenders at the bar at all
times. In addition to the bartenders, there will be two waiters/waitresses who
will work the bar tables only. In each corner of the room, there will be a
television, in addition to the two large screen televisions at the bar.

Across from the bar will be a one hundred foot by sixty-five foot dining area on
the first floor. This area will include thirty tables and eleven televisions.
The tables will all seat four people. If there are larger parties, extra tables
will be brought out or tables can be combined. For adequate walking space and
traffic flow, the tables will be no closer than six feet from each other. This
spacing will also provide privacy for those dining. There will be ten tables
situated along the glass, so people can view a miniature speedway. Seven
waiters/waitresses are expected to work on the first floor. The dining area on
the second floor will be quite similar to the one on the first floor, except
smaller. It is a one hundred foot by forty-foot area that will include
twenty-five tables and seven televisions. There will be five waiters/waitresses
working in this area. The dining area will be a casual family atmosphere that
will promote not only NASCAR, but also the entire sport & entertainment
industry.

There will be memorabilia from baseball, basketball and football. Here, people
can grab a bite to eat or go to the bar and have a drink after their workout in
the gym, or tour in the museum.

Adjacent to the dining area on the second floor will be a sixty-foot by
eighty-five foot nightclub. There will be two large doors connecting the dining
area with the club. It will be open to anyone over the age of twenty-one. The
nightclub is to be equipped with a stage and will host disc jockeys, comedians
or small bands. In the right corner, there will be a smaller bar with twenty
stools and one or two bartenders, depending on the occupancy of the club.

As you first enter Race Place, there will be a thirty-five foot by thirty-five
foot waiting room. Here, two hosts/hostesses will greet the patrons and take
their names. While they wait, there will be nine smaller tables and three large
televisions in the corner of the room. Guests can order drinks and appetizers
while they wait for a table.

Licensing

Currently we are searching for a firm that handles licensing of products,
services, trade marks, firms and individual. We would like this firm so we can
licenses our own member's product, service and likeness, plus acquirer licenses
of others products, service and likeness for use with our products and services.

Publications

The sport & entertainment conglomerate magazine will be a monthly publication
licensed to a major publisher. The magazine will have monthly reports on the
races, sport & entertainment conglomerate, members, the driver and other
performers, the owners and any other news worth event during that month. Stories
will also be written on the sponsors and their current activities. The
publication will choose a fan of the month and publish an article on that
person.

The Company will license the rights to publish the magazine for 10% of the
advertising revenue. This will do three things for the Company:

1.    Generate revenue
2.    Keep the fans informed about the Company, its activities, as well as the
      sponsors and their activities
3.    Build equity in the marks of the Company.

The publisher will also benefit with added revenues by tapping into the loyal
fan base of sport & entertainment conglomerate and by adding a new client base
to their mailing list.

The sport & entertainment conglomerate press guide would also be licensed to a
major publisher. Most likely, it will be a package deal for both the press guide
and the magazine. The guide will have biographies for all of the conglomerate
members. This will include everyone from the drivers to the secretaries. There
will be profiles of the conglomerate's marketing partners, owners and business.
Sections will be included on the goals of the current marketing campaigns, what
the goals of the campaign are, the marketing partner's products and the store
locations where the fans can find the products. The last section of the guide
will give the rules of the sport, the location of the business, the top twenty
finishers in Winston Cup points from last year, location of motel/hotels and
directions from the local airports to the business location.

Both the magazines and the press guide have the same goal. This is to inform the
fans about the sport & entertainment conglomerate, its marketing partners and
the business we are involved in. This is, of course, along with making a profit
for the Company. The press guides and a subscription to the magazine will be
given away with the purchase of the sponsors, publishers' or sport &
entertainment conglomerate's products.

Health Clubs & Spas


                                      -16-
<PAGE>

Southampton Partners, Inc. will continue to pursue its business strategy of
product extensions by establishing the "Sports Fitness Center." The facility
will serve to provide comprehensive health promotion and fitness concepts,
applications and programs to a number of beneficiaries. Beneficiaries will
include:

o     Race team members
o     Clerical employees of the Company
o     Paying members

Due to the varying needs and large spectrum of users anticipated at the
facility, the Company plans on catering to all fitness needs that may arise.
Whether users want to lose weight, gain muscle mass, build respiratory endurance
or just stay fit, our fitness center will have the programs to suit everyone.
Adjusting to different fitness needs while providing an enjoyable experience
tied to the sport & entertainment industry is a major aim and challenge for the
Company.

From a business perspective, the Company is wishing to "turn a negative into a
positive." In this respect, Company management means that in the eyes of a
strategic planner, the fitness center's existence is essential to the success of
the race team in NASCAR competition and thus causes the Company to incur a
negative bottom line (or overall decline in net worth). To offset this, the
Company will use the facility as a profit-making tool by inviting paying members
to participate. As a result, the aforementioned negative bottom line is suddenly
turned into a positive (that is, the Company's new worth is newly restored).

Otherwise, the Company's broader mission is to spark interest by both potential
members and employees to the growing benefits of participating in a health
promotion and fitness program, while creating an exciting atmosphere that is
tied to the NASCAR and the RAW Motorsports, Inc. racing franchise.

Marketing and Sales

Southampton Partners, Inc.'s marketing strategy is to enhance, promote and
support the fact that our products are based on the stakeholder effect of
strategic management and have a societal element built into them.

The overall marketing plan for our product is based on the following
fundamentals:

o     Tell the truth
o     Deliver good service
o     Deliver good products

By following these fundamentals, clients will always return to buy more.

Sales Strategy

Our product should be treated as an impulse and marketing product.

As such, the target market segments to focus on are Winston Cup and sports fans.
Because of the special market characteristics of sports marketing, our sales
strategy includes providing the fans with large amounts of information about
team activities, personal contact with our team members and a memorable
entertainment experience.

Following are our market positioning, pricing and product margin structures. We
plan to review this every six months in order to ensure that potential profits
are not being lost.

Positioning

The consumer sees our product as allowing them to support their favorite sport
and entertainment franchise.

The unique advantage that we can use to sell this product too many companies is
that sports & entertainment marketing and Winston Cup Racing can be used as part
our marketing strategy. When selling to major retailers we can trade them space
on the race car, as well as other advertising through our sport and
entertainment franchises for favorable positioning in the outlets. We can also
use this same strategy to obtain television, radio and print advertising space.

In terms of market segmentation advantages, this will allow us to drive traffic
for our products to the retail marketing partner from both sport and non
sport-fan. This helps to arrive at a winning position. The resulting selling
basis for our product increases tenfold from the current basis of fans.

Pricing

The prices for our products are determined first and foremost by the amount of
fan awareness and exposure they will receive. It is important to know that cost
plus pricing is essential to our market profile. Compared to the competition,
our prices are equal or slightly above theirs. We feel that customers will pay
higher prices for our product because we give them a more complete product.

Customers

                                      -17-
<PAGE>

The most typical customer for our product is someone who is a fan of one of our
sport or entertainment franchise or one of the franchise we hold marketing right
from.

It is likely that potential customers are going to be familiar with similar
products and that they will readily accept our product, provided that we market
it effectively.

Complimentary products already in use by our customers include souvenir and
collectibles and are seen as a tremendous help in compelling customers to
acquire and use our product.

People are motivated to buy our product because sport & entertainment forms the
foundation for all of our products.

Competition

Southampton Partners, Inc. competes with top companies, several of whom dominate
the market and are based primarily in the United States. Many of these firms
have greater sales and financial, production, distribution and marketing
resources than we due. Although we believe that most of our market share will
come from displacement of the brands of these companies, there can be no
assurance that competition in the future will not increase from the national
brands or from present or new regionally based companies. Many of these
companies, like Southampton Partners, Inc., have currently completed or are
planning significant expansions. Furthermore, if the market continues to grow,
the major national companies will likely devote greater resources to this
segment.

Real Estate Unit

East Cost Properties, Inc.

Our real estate unit purchases properties that can be used by members of our
sport & entertainment conglomerate. These properties can include warehouse that
can be used by NASCAR Teams, hotels that can host our vacation,
restaurants-nightclubs and gift shops, shopping malls that can house
restaurants-nightclubs and gift shops, golf course and amusement parks as well
as other types of entertainment properties.

Currently we have an agreement to acquirer the property of Seminole Properties,
LLC a 31,026 square foot office ware house in Charlotte North Carolina that will
house RAW Motorsports, Inc. This deal will close on or before November 1, 2001.
The purchase price with equipment was $3,395,000 for which we paid 339,500
shares of our common stock.

Venture Capital Unit

Hampton Ventures, Inc.

The mission of Hampton Ventures is to provide funding for our merchant banking
acquisition and companies being developed within Southampton Partners. Hampton
Ventures was formed when we acquired five equity lines of credit from Robert
Wilson Capital Corporation, a company owned by our President Robert Wilson. The
lines are for the sale of stock into the financial markets when the issuing
companies put the stock to us. The fees for these lines total $5,487,500 and
have stock option attached worth $22,000,000. We paid Robert Wilson Capital
corporation 40,000,000 shares of our common stock for these equity lines.

Employees

At current the company only has one employee that is our president Robert Wilson
by the start of 2002 the company plans to bring on three new directors, a full
time President and four support personal. This employee count does not include
employees of our subsidiary companies.

Properties and Facilities

Presently, we are utilizing office space without charge at the office of our
Company's President located at 19 Mary's Lane, Southampton, New York 11968.
These facilities are suitable for us presently. This does not include the
properties and facilities of our subsidiary companies previously mention in this
filing.

Legal Proceedings.

We are not engaged in any litigation or governmental proceedings.

Directors and Executive Officers, and Control Persons.

Because of our previous inactive status, we currently have only one director,
whose term will expire at next year's Annual Meeting of Stockholders. We will
take steps to appoint two other directors in the near future. The following
table contains information regarding our director and executive officers:

     Name           Age           Position / Offices Held         Director Since
     ----           ---           -----------------------         --------------

Robert Wilson       42        President, Treasurer, Secretary         1996


                                      -18-
<PAGE>

The following is a brief account of the business experience for the last five
years for the above mentioned individual:

Robert Wilson has been the President, Treasurer, Secretary and sole director of
our Company for the past four years. He also presently serves as a Professor of
Finance at CW. Post University. Mr. Wilson is also the Founder and Owner of
Robert Wilson Capital Corporation, Inc... He is an established consultant for
broker dealers and has demonstrated expertise in increasing company performance
and profitability.

Mr. Wilson received an A.A.S. degree in Business Administration from Suffolk
County Community College. He received a B.S. degree in Management and a M.S.
degree in Finance Management from the University of New Haven.

Executive Compensation.

Mr. Wilson is an officer and director for our Company and has received no
monetary compensation for services rendered during his tenure.

Employment Agreements

We currently have no employment agreements with any of our employees but do
anticipate negotiate employment agreements within the next ninety days.

Incentive Stock Option Plan

At the current time there is no stock option plan, but we do anticipate a stock
option plan being part of the employment agreement negotiation.

Terms of Recent Acquisition

The following are key terms of our recent acquisition:

      o     Hampton Ventures, Inc.: 34,000,000 shares of restricted stock to
            Robert Wilson Capital Corporation, plus 6,000,000 shares of free
            trading stock to four consultants who are performing marketing, web
            development, construction management and general business consulting
            for Mr. Wilson. In return the company receive equity lines of credit
            that are valued at $22 million

      o     RAW Motorsports, Inc.: 339,500 shares of free trading stock that the
            company will sell for Bessey Motorsports for $3,395,000 the same
            value in race cars, racing supplies, racing equipment and the team
            plane, a 1987 King Air 300, that we will receive in return.

      o     East Cost Properties, Inc: 339,500 shares of free trading stock that
            the company will sell for Seminole Properties, LLC. for $3,395,000
            the same value in real estate and racing equipment that we will
            receive in return.

Limitations of Liability

Section 145 of the Delaware General Corporate Law contains provisions entitling
directors and officers to indemnification from judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorney's fees for their
involvement in an action or proceeding as a Company director or officer provided
they acted in good faith. Directors and officers, who are the subject of an
action or a proceeding in which they lose on the merits or are convicted for a
criminal act, are not entitled to indemnification.

However, indemnification of directors, officers or control persons for
liabilities arising under the Securities Act of 1933 or otherwise is considered
against public policy by the Securities and Exchange Commission and
unenforceable. If a claim arises for indemnification against such liabilities,
our Company will submit the issue of indemnification to a court of competent
jurisdiction and will comply with any final determination.

Certain Transaction

We have contract with our Presidents company, Robert Wilson Capital Corporation
to provided administrative and financial management services both for the parent
and Hampton Ventures, Inc. The fees for this service are 2% of revenue or
$400,000 per year which ever is greater, plus 3% investment banking fee for any
transaction completed by Robert Wilson Capital Corporation. Robert Wilson is the
beneficial holder of 81.6% of our outstanding common stock.

Policy Regarding Loans and Other Affiliated Transactions

All material affiliated transactions and loans and loan guarantees with our
officers, directors, 5% shareholders, or their respective affiliates, will be on
terms that are as favorable to us as those generally available from unaffiliated
third parties; and such transaction and loans, and any forgiveness of such
loans, shall be approved or ratified by a majority of our independent directors
who do not have an interest in the transactions and who will have access at our
expense to our attorneys or an independent legal counsel.

Security Ownership of Certain Beneficial Owners and Management.


                                      -19-
<PAGE>

      The following table of stock ownership and notes thereto relate as of
November , 2000 to the ownership of Common stock, par value $.0001 per share
(the "Common Stock") of the Company by (i) each person known to be the
beneficial owner of more than 5% of such voting security, (ii) each director,
(iii) each named executive officer and (iv) all executive officers and directors
as a group. The percentages have been calculated by taking into account all
shares of Common Stock owned on such date as well as all such shares with
respect to which such person has the right to acquire beneficial ownership at
such date or within 60 days thereafter. Unless otherwise indicated, all persons
listed below have sole voting and sole investment power over the shares owned.

                                                      Amount and
                                                      Nature of
Name and Address                                      Beneficial        Percent
of Beneficial Owner                                  Ownership(1)(2)   of Class
-------------------                                  ---------------   --------
Robert Wilson                                         34,790,100(3)      81.6%
19 Mary's Lane
Southampton, NY 11968

All directors and executive officers
  as a group (1 Person)                               34,790,100         81.6%

----------
(1) Based on a total of 41,679,100 shares of Common Stock issued and
outstanding.
(2) All such ownership is direct unless otherwise stated.
(3) A total of 790,000 shares of Common Stock were issued in exchange for
services rendered pursuant to an offering made under Regulation D 504 of the
Securities Act of 1933, as amended. The other 34,000,000 shares were issued for
payment to purchase the assets of Hampton Ventures describer else were in this
filing

Description of Securities.

Common Stock.

      Our Certificate of Incorporation authorizes the issuance of up to two
hundred million (200,000,000) shares of our Common Stock, par value $.0001 per
share. Our Common Stock carries no preemptive or subscription rights and is not
redeemable. Each share of our Common Stock is entitled to one vote, however,
cumulative voting in the election of directors is denied. Subject to any
preferential rights of preferred stock, all shares of common stock are entitled
to participate equally in dividends and rank equally upon liquidation. All of
the outstanding shares of our Common Stock are fully paid and non-assessable.
There are presently no restrictions on repurchases of Common Stock by our
Company relating to the dividend or sinking fund installment.

Liquidation Rights.

In the event of a liquidation of our Company, whether or not voluntary, all
stockholders (Warrants excluded) are entitled to a pro rata distribution after
payment of any claims

Listing on the Boston Stock Exchange

We anticipate that our common stock will be quoted on the Boston stock Exchanges
("BSE") under the symbol "SHP". Applications to list such securities on the
exchange will be filed shortly.

We cannot assure that the price of our securities will be so quoted or that a
trading market for our securities will develop or be sustained, or at what price
the securities will trade. In addition, even if these securities are listed and
traded initially on the BSE, we may fail to meet subsequently certain minimum
standards for continued listing. In that event, these securities will
consequently be delisted, and their price will no longer be quoted in this
system. These results may make it extremely difficult to sell or trade our
securities.

Transfer Agent.

The Manhattan Transfer Registrar Co., 58 Dorchester Rd., Lake Ronkonkoma, New
York 11779, will act as the transfer agent for our Common Stock.

How to Get More Information

We are a reporting company with the Securities and Exchange Commission and are
subject to the reporting requirements of the Securities Exchange Act of 1934 and
intend to furnish our shareholders annual reports containing financial
statements audited by our independent auditor and to make available quarterly
reports, such as this one, containing unaudited financial statements for each of
the first three quarters of each year. All of the filling we have made to the
SEC can be obtained by writing them at 450 Fifth Street, N.W., Washington DC
20549, calling them at 1-800SEC-0330 or online at http://www.sec.gov.


                                      -20-
<PAGE>

Changes in and Disagreements with Accountants.

None.

                           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 September
            30, 2001

                                   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: September 10, 2001                  Southampton Partners, Inc.
                                       ----------------------------------------
                                                 (Registrant)

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