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 March 31, 2004

[        ] 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 March 31, 2004


Transitional Small Business Format     Yes            No    X




<PAGE>

<TABLE>
<CAPTION>

                                             MENDOCINO PARTNERS, INC.
                                           (A Development Stage Company)

                                        UNAUDITED CONDENSED BALANCE SHEETS



                                                      ASSETS

                                                                                  March 31,         June 30,
                                                                                    2004              2003


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



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


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                              $   2,096         $  1,499
    Accounts payable - related party                                                  3,805            3,805
                                                                                  ---------         --------
    Total Current liabilities                                                     $   5,901         $  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                                    (6,916)          (6,319)
                                                                                  ---------         --------


    Total Stockholders' Equity (Deficit)                                            (5,901)          (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



                                                                                                            FROM INCEPTION
                                               FOR THE THREE                FOR THE NINE                    ON APRIL 20
                                                MONTHS ENDED                 MONTHS ENDED                   1994 THROUGH
                                                  MARCH 31,                   MARCH 31,                    MARCH 31
                                          2004             2003                2004             2003          2004




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

EXPENSES
  General and Administrative            482                  417               597               493                6,916
                             --------------        -------------     -------------      ------------     ----------------

LOSS BEFORE INCOME TAXES              (482)                (417)             (597)             (493)              (6,916)

CURRENT TAX EXPENSE                      --                   --                --                --                   --

DEFERRED TAX EXPENSE                     --                   --                --                --                   --
                             --------------        -------------     -------------      ------------     ----------------

NET (LOSS)                   $        (482)        $       (417)     $       (597)      $      (493)     $        (6,916)
                             --------------        -------------     -------------      ------------     ----------------

LOSS PER COMMON SHARE        $        (.00)        $       (.00)     $       (.00)      $      (.00)     $          (.01)
                             ==============        =============     =============      ============     ================






</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

                                                                                            FROM INCEPTION
                                                           FOR THE NINE                       ON APRIL 20,
                                                           MONTHS ENDED                     1994 THROUGH
                                                            MARCH 31,                         MARCH 31,
                                                    2004           2003                              2004

Cash Flows from Operating Activities:
<S>                                     <C>               <C>                   <C>
  Net (Loss)                            $        (597)    $        (493)        $                  (6,916)
  Adjustments to reconcile net loss to net cash
     used by operating activities:
       Amortization                                 --                --                             1,015
       Changes in assets and liabilities:
         Increase in accounts payable              597               493                             2,096
         Increase in accounts payable
              - related party                        -                --                             3,805
                                        --------------    --------------        --------------------------
  Net cash 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 nine months ended March 31, 2004: None
For the nine months ended March 31, 2003: None

       The accompanying  notes are an integral part of these unaudited
 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. 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
March 31, 2004 and 2003 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
in the United States of America 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
March 31, 2004 and 2003 are not necessarily  indicative of the operating results
for the full year.

Cash and Cash  Equivalents  - The  Company  considers  all  highly  liquid  debt
investments  purchased  with a  maturity  of  three  months  or  less to be cash
equivalents.

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].

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]

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.



<PAGE>


                                               MENDOCINO PARTNERS, INC.
                                             [A Development Stage Company]

                             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  -  CONTINUED


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 March 31, 2004 and June 30, 2003.

Common Stock - The Company has authorized 20,000,000 shares of common stock with
a par value of $.001.  In April 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 approximately  $.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 March 31, 2004, 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 March 31, 2003,  unused  operating
loss  carryforwards of approximately  $6,900 which may be applied against future
taxable income and which expire in various years through 2024.


<PAGE>


                                               MENDOCINO PARTNERS, INC.
                                             [A Development Stage Company]

                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - INCOME TAXES  -  CONTINUED

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  $2,350 and $1,970 as of March 31,
2004 and June 30, 2003, respectively,  with an offsetting valuation allowance of
the  same  amount   resulting  in  a  change  in  the  valuation   allowance  of
approximately $380 during the nine months ended March 31, 2004.

NOTE 4 - RELATED PARTY TRANSACTIONS

Management Compensation - For the nine months ended March 31, 2004 and 2003, 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 nine months ended March 31, 2004
and 2003, a former  officer/shareholder  of the Company  directly  paid expenses
totaling $0 and $0 on behalf of the Company. At March 31, 2004, 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>

                                                                                                         FROM INCEPTION
                                          FOR THE THREE                FOR THE NINE                              ON APRIL 20
                                           MONTHS ENDED                 MONTHS ENDE                            1994 THROUGH
                                             MARCH 31,                   MARCH 31,                                    MARCH 31
                                        2004             2003                2004             2003                 2004

Loss from continuing operations
operations available to common
<S>                          <C>                   <C>               <C>                <C>              <C>
shareholders (numerator)     $        (482)        $       (417)     $       (597)      $      (493)     $        (6,916)
                             --------------        -------------     -------------      ------------     ----------------

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         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.


<PAGE>



                                          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>