SECURITIES AND EXCHANGE COMMISSION

                                             WASHINGTON, D.C. 20549

                                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended December 31, 2002

[        ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from  __________________
         to __________________

         Commission File Number 0-26713
         CIK Number 0001090448

                                            MENDOCINO PARTNERS, INC.
(Exact Name of small business issuer as specified in its charter)


            Delaware                                               33-0619524
(State or other Jurisdiction of                          I.R.S. Employer Identi-
Incorporation or Organization                                         fication
No.)

                            24351 Pasto Road, #B, Dana Point, California 92629
(Address of Principal Executive Offices)                            (Zip Code)

                                                 (949) 489-2400
                                (Issuer's Telephone Number, including Area Code)


         Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13, or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                          Yes    X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date.

Common Stock, $.001 par value                                         1,000,000
----------------------------------                      ---------------------
Title of Class                                     Number of Shares outstanding
                                                         at December 31, 2002



Transitional Small Business Format     Yes            No    X

No exhibits included.

                                                        1

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<TABLE>
<CAPTION>


                                                        MENDOCINO PARTNERS, INC.
                                                  (A Company in the Development Stage)

                                                             BALANCE SHEETS
                                                               (Unaudited)


                                                                 ASSETS

                                                                                            June 30,        December 31,
                                                                                              2002              2002




<S>                                                                                         <C>               <C>
              TOTAL ASSETS                                                                  $      --         $      --



                                                  LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES
              Accounts payable                                                              $     340         $     340
              Accounts payable - related party                                                  3,805             3,805


              TOTAL LIABILITIES                                                             $   4,145         $   4,145

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 1,000,000 shares issued and outstanding                                           1,000             1,000

Capital in excess of par value                                                                     15                15

Accumulated deficit during the development stage                                              (5,160)           (5,160)


              TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                            (4,145)           (4,145)



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                  $      --         $      --



</TABLE>

















                                The  accompanying  notes are an integral part of
the financial statements.

                                                                   2

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<TABLE>
<CAPTION>


                                                        MENDOCINO PARTNERS, INC.
                                                  (A Company in the Development Stage)

                                                        STATEMENTS OF OPERATIONS
                                                               (Unaudited)



                                                                                                                       CUMULATIVE
                                                    FOR THE SIX                         FOR THE THREE                FROM INCEPTION
                                                   MONTHS ENDED                         MONTHS ENDED                (April 20, 1994)
                                                   December 31,                         December 31,                       TO
                                              2002             2001               2002                 2001      December 31, 2002





<S>                                     <C>               <C>               <C>                   <C>                 <C>
REVENUES                                $           --    $           --    $             --      $          --       $           --



OPERATING EXPENSES

  General and Administrative                        --               950                  --                950                5,160


TOTAL OPERATING EXPENSES                            --               950                  --                950              (5,160)


NET (LOSS)                                          --               950                  --                950       $      (5,160)

NET (LOSS) PER SHARE                    $        (Nil)    $        (Nil)    $             --      $       (Nil)       $        (Nil)




WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                       1,000,000         1,000,000           1,000,000          1,000,000            1,000,000








</TABLE>




























                                See accompanying Notes to Financial Statements.

                                                                   3

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<TABLE>
<CAPTION>


                                                        MENDOCINO PARTNERS, INC.
                                                  (A Company in the Development Stage)

                                                        STATEMENTS OF CASH FLOWS
                                                               (Unaudited)


                                                                                                                       CUMULATIVE
                                                    FOR THE SIX                         FOR THE THREE                FROM INCEPTION
                                                   MONTHS ENDED                         MONTHS ENDED                (April 20, 1994)
                                                   December 31,                         December 31,                       TO
                                              2002             2001               2002                 2001       December 31, 2002



CASH FLOWS FROM OPERATING
ACTIVITIES


<S>                                     <C>               <C>               <C>                   <C>                 <C>
  Net (Loss)                            $           --    $        (950)    $             --      $       (950)       $      (5,160)

  Add item not requiring the
   use of cash - amortization                       --                --                  --                 --                1,015

  Increase (decrease) in accounts
   payable                                          --               950                  --                950                4,145



  Net cash flows from operating
   activities                                       --                --                  --                 --                   --

CASH FLOWS FROM INVESTING ACTIVITIES
  Organizational Costs                              --                --                  --                 --              (1,015)



CASH FLOWS FROM FINANCING
  ACTIVITIES
   Sale of Common Stock                             --                --                  --                 --                1,015


  Net Cash flows from financing
   activities                                       --                --                  --                 --                1,015



NET INCREASE (DECREASE) IN CASH                     --                --                  --                 --                   --

CASH BALANCE AT BEGINNING
  OF PERIOD                                         --                --                  --                 --                   --



CASH BALANCE AT END OF
  PERIOD                                $           --    $           --    $             --      $          --       $           --






</TABLE>

















                                See accompanying Notes to Financial Statements
                                                                   4

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                                             MENDOCINO PARTNERS, INC.
                                       (A Company in the Development Stage)

                                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                                 December 31, 2002


1.       Comments

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

     The  accompanying  financial  statements  have been prepared by the Company
     without audit. In the opinion of management, all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial  position as of December  31, 2002 and the results of  operations
     and cash flows for the three and six months  ended  December  31,  2002 and
     2001 and for the periods then ended have been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or omitted.  It is  suggested  that these
     condensed  financial  statements be read in conjunction  with the financial
     statements  and notes  thereto  included  in the  company's  June 30,  2002
     audited financial  statements.  The results of operations for the three and
     six months ended December 31, 2002 and 2001 are not necessarily  indicative
     of the results of operations to be expected for the full fiscal year.


NOTE 2 - RELATED PARTY TRANSACTIONS

     Accounts Payable - Related Party - The Company owes a total of $3,805 to an
     officer/shareholder  for  expenses  paid on  behalf  of the  company  since
     inception.

NOTE 3 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                  FINANCIAL CONDITION

     The Company has limited working capital and no activities.



                                                      5

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Item 3. Controls and Procedures.

     (a)  Evaluation  of  disclosure  controls  and  procedures.  The  Company's
principal executive officer and its principal financial officer,  based on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Exchange Act Rules  13a-14(c)  and 15d -14 (c) as of a date within 90 days prior
to the filing of this  Quarterly  Report on Form 10Q,  have  concluded  that the
Company's  disclosure controls and procedures are adequate and effective for the
purposes set forth in the definition in Exchange Act rules.

     (b) Changes in internal controls.  There were no significant changes in the
Company's internal controls or in other factors that could significantly  affect
the Company's internal controls subsequent to the date of their evaluation.


                                          PART II.  OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS  -  None

Item 2.  CHANGES  IN  SECURITIES  - On July 5,  2002 the  majority  stockholders
holding 893,850 shares approved an amendment to the Certificate of Incorporation
increasing  the  number  of  authorized  common  shares  up to  120,000,000.  An
Information Statement was mailed to all non-consenting  shareholders.  As of the
date of this report no amendment to the  Certificate of  Incorporation  has been
filed.

Item 3.           DEFAULTS UPON SENIOR SECURITIES - None
                  -------------------------------

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
                  ---------------------------------------------------

Item 5.           OTHER INFORMATION - None

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.


                                                      6

<PAGE>



                                                  SIGNATURES

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


                                                    MENDOCINO PARTNERS, INC.



Date:     January 31, 2003                                    By:/s/ Jehu Hand
                                                                 -------------
                                                                   Jehu Hand,
                                                   President and Chief Financial
                                               Officer (chief financial officer
                                                and accounting officer and duly
                                                            authorized officer)


                                                      7

<PAGE>



                                                CERTIFICATIONS
I, Jehu Hand, certify that:

1.           I have reviewed this quarterly report on Form 10-QSB of Mendocino
Partners, Inc.;

2.           Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.        Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.       The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
efectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including

                                                      8

<PAGE>


any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: January 31, 2003

/s/ Jehu Hand
Jehu Hand
President and Chief Executive Officer

                                                      9

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