1)

10QSB/A 1 sep053a10q.htm 1)

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, 2005

[ ]

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 0-30597

MARITIME PARTNERS, LTD.

(Exact Name of small business issuer as specified in its charter)

Delaware

33-0619529

(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 by check mark whether the Registrant is a shell company as (as defined in Rule 12b-2 of the Exchange Act).

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, 2005

Transitional Small Business Format Yes No X

MARITIME PARTNERS, LTD.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

ASSETS

June 30, September 30,

2005 2005

(Unaudited)

CURRENT ASSETS

Cash

2,478

108,829

Available-for-sale securities

346,736

Total Current Assets

349,214

108,829

Total Assets

$349,214

$ 108,829

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

1,452

Accounts payable - related party

53,803

Note payable – related party

275,000

27,631

Total Current Liabilities

330,255

82,886

STOCKHOLDERS' EQUITY

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 as of

September 2005 and June 2005

1,000

Capital in excess of par value

34,327

37,338

Accumulated other comprehensive income (loss)

(10,975)

Deficit accumulated during the development stage

(5,393)

(12,395)

Total Stockholders’ Equity

18,959

25,943

Total Liabilities and Stockholders’ Equity $

349,214

$108,829

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

MARITIME PARTNERS, LTD.

(A Development Stage Company)

UNAUDITED CONDENSED STATEMENTS OF LOSSES

For The Three From April 20, 1994

Month Ended (Date of Inception)

September 30, Through

2005 2004 September 30, 2005

REVENUE

OPERATING EXPENSES:

General and Administrative

100

4,009

62,091

(LOSS) BEFORE

INCOME TAXES

(100)

(4,009)

(62,091)

OTHER INCOME (EXPENSE)

Gain (loss) on available-for-sale

securities

(8,029)

6,221

61,973

Dividend income

4,203

4,978

22,778

Capital gain distributions

222

Interest expense - related party

(3,011)

(8,066)

(37,403)

Total other income (expense)

(6,836)

3,133

47,570

(LOSS) BEFORE

INCOME TAXES

(6,936)

(876)

(14,521)

CURRENT TAX EXPENSE

167

DEFERRED TAX EXPENSE

(BENEFIT)

627

(2,292)

NET (LOSS)

(7,002)

(1,503)

(12,396)

(LOSS)

PER COMMON SHARE

(.00)

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

MARITIME PARTNERS, LTD.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three From

Months Ended April 20,

September 30, 1994 (Date of Inception) Through

^{_______________________}September 30,

2005 2004 2005

^{__________ __________ ____________}

NET (LOSS)

(7,002)

(1,503)

(12,396)

OTHER COMPREHENSIVE INCOME:

Gain (loss) on available-for-sale securities

arising during the period (net of income

taxes of $0, $4,049 and $4,049, respectively)

2,946

40,616

61,973

Plus reclassification adjustment for (gains)

losses included in net income

8,029

(6,221)

(61,973)

^{__________
^__________
^____________
COMPREHENSIVE INCOME (LOSS)
$
3,973
$
32,892
$
(12,396)
^{__________
^__________
^____________

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

MARITIME PARTNERS, LTD.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                                                                                For The Three                                  From April 20, 1994
                                                                                                               Months Ended                                (Date of Inception)
                                                                                                                    September 30,                                         Through
                                                                                                            2005                        2004                       September 30, 2005




Cash Flows from Operating Activities:
  Net (loss)
$
(7,002)
$
(1,503)
$
(12,396)
  Adjustments to reconcile net loss to net cash used by
    operating activities:

  Amortization
-
-
1,015
  (Gain) loss on sale of available-for-sale securities
8,029
(6,221)
(61,973)
  Non-cash interest expense
3,011
8,066
37,323
  Changes in assets and liabilities:
    Increase (decrease) in accounts payable
20
(300)
1,452
    Increase (decrease) in accounts payable-related party
-
-
53,803
    Increase in other liabilities
-
627
(2,292)
               Net Cash Provided by Operating Activities
4,058
669
16,932

Cash Flows from Investing Activities:
  Payments of organization costs

-
-
(1,015)
  Payments to purchase available-for-sale securities
-
(69,880)
(695,486)
  Proceeds from sale of available-for-sale securities
349,682
70,961
759,751
      Net Cash Provided by Investing Activities
349,682
1,081
63,250

Cash Flows from Financing Activities:
   Proceeds from note payable - related party
-
-
400,000
   Payment of note payable – related party
(247,389)
-
(372,369)
   Proceeds from sale of common stock
-
-
1,015
  Net Cash (Used in) Provided by
     Financing Activities
(247,389)
-
28,646

Net Increase (Decrease) in Cash
106,351
1,750
108,829

Cash Balance at Beginning of Period
2,478
2,593
-
Cash at End of Period
$
108,829
$
4,343
$
108,829

Supplemental Disclosure of Cash Flow Information:
    Cash paid during the period for:
     Interest
$
--
$
--
$
--
     Income taxes
$
660
$
309
$
410

Supplemental Schedule of Non-cash Investing and Financing Activities:

A shareholder of the Company forgave accrued interest totaling $,3011. Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.

For the three months ended September 30, 2004:
        A shareholder of the Company forgave accrued interest totaling $8,066. Due to the related party nature of the forgiveness, the Company recorded the forgiveness as a capital contribution.

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

MARITIME PARTNERS, LTD.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Maritime Partners, Ltd. (“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, 2005 and 2004 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 unaudited condensed financial statements be read in conjunction with the financial statements and notes thereto included in the company’s June 30, 2005 audited financial statements. The results of operations for the periods ended September 30, 2005 and 2004 are not necessarily indicative of the results of operations to be expected for the full fiscal year.

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.

Investments - The Company’s investments, which are bought and held principally for the purpose of selling them in the near term, are classified as trading securities. Trading securities are recorded at fair value with changes in fair value being included in earnings. Investments for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are recorded at amortized cost. Investments not classified as either held-to-maturity or trading securities are classified as available-for-sale. Available-for-sale securities are recorded at fair value with changes in fair value being excluded from earnings and recorded net of tax as a separate component of equity in accordance with Statement of Financial Accounting Standards no. 115, “Accounting for Certain Investments in Debt and Equity Securities”.

MARITIME PARTNERS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” [See Note 5].

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 8]

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. 151, “Inventory Costs - an amendment of ARB No. 43, Chapter 4” SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67”, SFAS No. 153, “Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29”, and SFAS No. 123 (revised 2004), “Share-Based Payment”, were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 2 - AVAILABLE-FOR-SALE SECURITIES

The amortized cost, net of unrealized gains and losses, and estimated fair value of available-for-sale securities by major security type were as follows at:

                                                                                                                   September 30,
                                                                                                                            2005


Publicly-traded corporations, partnerships & trusts:
Amortized cost
$
-
Unrealized gains
-
Unrealized losses
-
Estimated Fair Value
$
-

NOTE 3 - NOTE PAYABLE

In May 2004, the Company issued a $400,000 note payable to an entity related to a shareholder of the Company. The note is due on demand and accrued interest at 8% per annum. In the quarter ended September 30, 2005 $247,369 was retired leaving a balance of $27,631. The entity related to a shareholder of the Company is forgiving the accrued interest on the note. Through September 30, 2005 the entity has forgiven $37,323 of accrued interest. Due to the related party nature of the debt forgiveness, the Company recorded the forgiveness as a capital contribution.

MARITIME PARTNERS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005

NOTE 4 - 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 2005 and June 30, 2005.

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 September 30, 2005, no options have been granted.

MARITIME PARTNERS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005

NOTE 5 - RELATED PARTY TRANSACTIONS

Accounts Payable - Related Party - During the three months ended September 30, 2005 and 2004, an officer/shareholder of the Company directly paid expenses totaling $0 and $0 on behalf of the Company. At September 30, 2005, the Company owed the shareholder $53,803. No interest is being accrued on the payable.

In May 2004, the Company borrowed $400,000 from an entity related to a shareholder of the Company [See Note 3].

Management Compensation - For the three months ended September 30, 2005 and 2004, 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.

NOTE 6 - GOING CONCERN

The accompanying unaudited condensed 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. 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 unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

MARITIME PARTNERS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005

NOTE 7 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:

                                                                                                     For the Three          From Inception
                                                                                                    months ended              on April 20,
                                                                                                    September 30,           1994 Through
^{________________________}September 30,
                                                                                             2005                  2004              2005
^____________
^__________
Income (loss) from continuing operations
available to common shareholders
(numerator)
$
(7,002)
$
(1,503)
$
(12,395)
^{^____________
^___________
^__________
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
^{^____________
^___________
^__________

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.

NOTE 8 – SUBSEQUENT EVENT

The Board of Directors and the majority shareholder holding 800,000 of the 1,000,000 outstanding shares approved on August 28, 2005 an amendment to the Certificate of Incorporation of the Company to increase the number of authorized common shares from 20,000,000 to 200,000,000. Non-consenting shareholders were notified of the proposed amendment by an information statement on Form 14C mailed on September 18, 2005. The amendment has not yet been filed with the Delaware Secretary of State.

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.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-QSB our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(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 –

The Board of Directors and the majority shareholder holding 800,000 of the 1,000,000 outstanding shares approved on August 28, 2005 an amendment to the Certificate of Incorporation of the Company to increase the number of authorized common shares from 20,000,000 to 200,000,000. Non-consenting shareholders were notified of the proposed amendment by an information statement on Form 14C mailed on September 18, 2005. The amendment has not yet been filed with the Delaware Secretary of State.

Item 5.
OTHER INFORMATION - None

Item 6.
EXHIBITS

31. Chief Executive Officer and Chief Financial Officer - Rule 13a-15(e) Certification. Filed herewith.

32. Chief Executive Officer and Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification. Filed herewith.

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.

MARITIME PARTNERS, LTD.

Date:
March 31, 2006
By:/s/ Jehu Hand

Jehu Hand,
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)}}}}