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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB/A



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(Mark One)

|x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended December 31, 2006



| ̈ | Transaction report under Section 13 or 15(d) of the Exchange Act
|- | ----------------------------------------------------------------

For the transition period from  to

Commission file number 333-120068



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PARTNERS FINANCIAL CORPORATION

(Exact Name of Small Businesses Issuer as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 20-1566911                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

3021 Airport-Pulling Road North

Naples, Florida 34105

(Address of Principal Executive Offices)

(239) 434-2069

(Issuers Telephone Number, Including Area Code)

1575 Pine Ridge Road, Suite 15, Naples, Florida 34109

(Former Name, Former Address and Former Fiscal Year, if Changed

Since Last Report)



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Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:     YES  x    NO ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    YES ̈NO  x

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date;



|                                       |  |                                
|-------------------------------------- |  | -------------------------------
|Common stock, par value $.01 per share |  | 1,500,000 shares               
|(class)                                |  | Outstanding at February 1, 2007

Transitional Small Business Format (Check One):    YES ̈NO  x



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EXPLANATORY NOTE

This Amendment to the Form 10-QSB filing is being done solely for the purpose of correcting the name for Donald J. York, President and Chief Executive Officer on Exhibit 31.1 of the Section 302 Certifications filed on
February 13, 2007 with the Securities and Exchange Commission.



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PARTNERS FINANCIAL CORPORATION AND SUBSIDIARY

SIGNATURES

In accordance with the requirements of
the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |  |  |                                |  |                                                                         
|----------------------- |  |  |  | ------------------------------ |  | ------------------------------------------------------------------------
|                        |  |  |  | PARTNERS FINANCIAL CORPORATION
|                        |  |  |  | (Registrant)                  
|                        |  |  | 
|Date: February 13, 2007 |  |  |  | By:                            |  | /s/ Donald J. York                                                      
|                        |  |  |  |                                |  | Donald J. York, Interim President and Chief Executive Officer           
|                        |  |  | 
|Date: February 13, 2007 |  |  |  | By:                            |  | /s/ Charles T. DeBilio                                                  
|                        |  |  |  |                                |  | Charles T. DeBilio, Executive Vice President and Chief Financial Officer