SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549
                                                   FORM 10-QSB/A

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 2003

[        ] 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 September 30, 2003


Transitional Small Business Format     Yes            No    X




<PAGE>
<TABLE>
<CAPTION>


                                             MENDOCINO PARTNERS, INC.
                                           (A Development Stage Company)

                                        UNAUDITED CONDENSED BALANCE SHEETS



                                                      ASSETS

                                                                                September 30,       June 30,
                                                                                    2003              2003


<S>                                                                               <C>               <C>
    CURRENT ASSETS                                                                $      --         $     --



          Total Current Assets                                                    $      --         $     --
                                                                                  =========         ========


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                              $   1,535         $  1,499
    Accounts payable - related party                                                  3,805            3,805
                                                                                  ---------         --------
    Total Current liabilities                                                     $   5,340         $  5,304
                                                                                  ---------         --------

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

Deficit accumulated during the development stage                                    (6,355)          (6,319)
                                                                                  ---------         --------


    Total Stockholders' Equity (Deficit)                                            (5,340)          (5,304)
                                                                                  ---------         --------


                                                                                  $      --         $     --
                                                                                  =========         ========
</TABLE>
 Note:    The  balance  sheet  at June  30,  2003 was  taken  from  the  audited
          financial  statements  at that date and  condensed.  The  accompanying
          notes are an  integral  part of these  unaudited  condensed  financial
          statements.


<PAGE>
<TABLE>
<CAPTION>


                                             MENDOCINO PARTNERS, INC.
                                           (A Development Stage Company)

                                   UNAUDITED CONDENSED STATEMENTS OF OPERATIONS




                                                       FOR THE THREE               From Inception
                                                       MONTHS ENDED              on April 20, 1994
                                                       September 30,             Through September
                                                 2003           2002                       30, 200





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

EXPENSES

  General and Administrative                        36                13                             6,355
                                        --------------    --------------        --------------------------

NET (LOSS)                              $         (36)    $         (13)        $                  (6,355)
                                        --------------    --------------        --------------------------

NET (LOSS) PER COMMON SHARE             $        (.00)    $        (.00)        $                    (.00)
                                        ==============    ==============        ==========================

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



</TABLE>












          The  accompanying  notes  are an  integral  part  of  these  unaudited
condensed financial statements.


<PAGE>

<TABLE>
<CAPTION>

                                             MENDOCINO PARTNERS, INC.
                                           (A Development Stage Company)

                                   UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                          FOR THE THREE                From Inception
                                                        MONTHS ENDED                on April 20, 1994
                                                           September 30,               Through September
                                                   2003                 2002                   30, 2003

Cash Flows from Operating Activities:

<S>                                     <C>               <C>                   <C>
  Net (Loss)                            $         (36)    $         (13)        $                  (6,355)
  Adjustments to reconcile net loss to net cash
     used by operating activities
  Amortization                                                                                       1,015
  Changes in assets and liabilities
   Increase in accounts payable                     36                13                             1,535
   Increase in accounts  payable - related party    --                --                             3,805
                                                ------    --------------        --------------------------
  Net cash flows provided by  Operating   Activities                 --                    --                                    --
                                                ------         ----------                    --------------


Cash Flows from Investing Activities:
  Payment of organization costs                                                                    (1,015)
      Net Cash (Used) by Investing   Activities    --                  --                           (1,015)
                                               ------            ----------              -------------------
Cash flows from Financing Activities:
  Proceeds from sale of common stock                                                                 1,015
                                        --------------    --------------        --------------------------
     Net Cash Provided by Financing Activities     --                    --                          1,015
                                                ------         ----------                 -----------------
Net Increase (Decrease) in Cash                     --                --                                --
Cash at Beginning of Period                         --                --                                --
                                        --------------    --------------        --------------------------
Cash at End of Period                   $           --    $           --        $                       --
                                         =============    ==============        ==========================

Supplemental Disclosure of Cash Flow Information:
 Cash paid during the period for:
 Interest                                     $    --        $        --                  $            --
                                               ------         ----------                    --------------
 Income  taxes                          $           --    $           --        $                       --
                                         -------------     -------------         -------------------------
</TABLE>

Supplemental Schedule of Non-cash investing and Financing Activities:
For the three months ended September 30, 2003: None
For the three months ended September 30, 2002: None

               The accompanying  notes are an integral part of these u
naudited  condensed  financial statements..


<PAGE>






                                              MENDOCINO PARTNERS, INC.
                                            (A Development Stage Company)

                              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization - Mendocino Partners,  Inc. ("the Company") was organized under the
     laws of the State of  Delaware on April 20, 1994 for the purpose of seeking
     out  business  opportunities,   including  acquisitions.   The  Company  is
     considered a development stage company as defined in Statement of Financial
     Accounting  Standards ("SFAS") No. 7. The Company will be very dependent on
     the skills,  talents and abilities of management to successfully  implement
     its business plan. Due to the Company's lack of capital,  it is likely that
     the Company  will not be able to compete  with larger and more  experienced
     entities  for  business  opportunities  which are  lower  risk and are more
     attractive for such entities.  Business  opportunities in which the Company
     may  participate  will  likely  be  highly  risky  and  speculative.  Since
     inception,  the Company's  activities  have been limited to  organizational
     matters.  The Company has, at the present time,  not paid any dividends and
     any dividends that may be paid in the future will depend upon the financial
     requirements of the Company and other relevant factors.

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, results of operations and cash flows
     at  September  30, 2003 and 2002 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,  2003
     audited  financial  statements.  The results of operations  for the periods
     ended  September  30, 2003 and 2002 are not  necessarily  indicative of the
     results of operations to be expected for the full fiscal year.

     Income Taxes - The Company  accounts for income  taxes in  accordance  with
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes" [See Note 3].

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

     Loss Per Share - The computation of loss per share is based on the weighted
  average number of shares  outstanding
     during the period presented in accordance with Statement of Financial
 Accounting Standards No. 128, "Earnings Per
     Share".  [See Note 6]





                                               MENDOCINO PARTNERS, INC.
                                             [A Development Stage Company]

                            NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  -  CONTINUED

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities, the disclosures of contingent assets and
     liabilities  at the  date of the  financial  statements,  and the  reported
     amount of revenues and expenses during the reported period.  Actual results
     could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No. 149,  "Amendment  of Statement  133 on  Derivative
     Instruments  and Hedging  Activities,"  and SFAS No. 150,  "Accounting  for
     Certain Financial  Instruments with Characteristics of Both Liabilities and
     Equity,"  were  recently  issued.  SFAS  No.  149 and 150  have no  current
     applicability  to the Company or their effect on the  financial  statements
     would not have been significant.

NOTE 2 - CAPITAL STOCK

     Preferred  Stock - The Company has authorized  1,000,000  shares of
 preferred  stock,  $.001 par value,  with such
     rights,  preferences and designations and to be issued in such series
as determined by the Board of Directors.  No
     shares are issued and outstanding at September 30, 2003 and June 30, 2003.

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with a par  value of $.001.  On April  20,  1994,  in  connection  with its
     organization,  the  Company  issued  1,000,000  shares  of  its  previously
     authorized,  but unissued common stock.  The shares were issued for cash of
     $1,015 (or $.001 per share).

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2003, no options
     have been granted.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". SFAS
     109  requires  the Company to provide a net  deferred  tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax credit  carryforwards.  The Company has available at
     September 30, 2003, unused operating loss carryforwards of
<PAGE>
                                               MENDOCINO PARTNERS, INC.
                                             [A Development Stage Company]

                          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

     NOTE 3 - INCOME TAXES  -  CONTINUED

     approximately $6,400 which may be applied against future taxable income and
     which expire in various years through 2024.

      The amount of and ultimate  realization of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $2,160  and  $2,150  as of  September  30,  2003  and  2002,
     respectively,  with an offsetting  valuation  allowance at each year end of
     the  same  amount  resulting  in a change  in the  valuation  allowance  of
     approximately $10 for the three months ended September 30, 2003.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management Compensation - For the three months ended September 30, 2003 and
     2002, the Company did not pay any  compensation  to any officer or director
     of the Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.

     Accounts  Payable - Related Party - During the three months ended September
     30, 2003 and 2002,  an  officer/shareholder  of the Company  directly  paid
     expenses  totaling $0 and $0 on behalf of the  Company.  At  September  30,
     2003, the Company owed the shareholder $3,805. No interest is being accrued
     on the payable.

NOTE 5 - 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.

<PAGE>


                                               MENDOCINO PARTNERS, INC.
                                             [A Development Stage Company]

                            NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>

                                                                            For the Three            From Inception
                                                                            months ended              on April 20,
                                                                            September 30,             1994 Through
                                                                           _______________________    September 30,
                                                                       2003               2002            2003
                                                             -       ------------        ---------        ---------

         Loss from continuing operations
         available to common shareholders
<S>                                                          <C>                               <C>           <C>
         (numerator)                                         $                (36)             (13)          (6,355)
                                                             -       ------------        ---------        ---------
         Weighted average number of common
         Shares outstanding used in loss per
         share for the period(denominator)                           1,000,000           1,000,000          1,000,000
                                                             -       ------------        ---------        ---------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.



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

     The Company has limited working capital and no activities.

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 - None
                  ---------------------

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--Exhibits 31 and 32 (Sarbanes Oxley certifications)

                  Reports on Form 8-K--None.

                                                  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:     August 17, 2004                                     By:/s/ Jehu Hand
                                                                 -------------
                                                                   Jehu Hand,
                                              President and Chief Financial
                                               Officer (chief financial officer
                                              and accounting officer and duly
                                                            authorized officer)


<PAGE>