Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form S-8/A
                                 Amendment No. 1

                             Registration Statement
                                      Under
                           The Securities Act of 1933

                           THE BAUER PARTNERSHIP, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                               88-0429812
-----------------------------                              ---------------------
(State or other jurisdiction                               (IRS Employer
  of incorporation)                                          Identification No.)

                           6975 Union Park Suite 600
                              Midvale, Utah 84047
               --------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)


                           Stock Issuance Pursuant to
     Legal Services, Long Range Corporate Planning and Business Development,
                                 and Marketing
     -----------------------------------------------------------------------
                            (Full title of the plan)


                                                              Copy to:
         C/O International Venture Capital                 Hank Vanderkam
         & Advisory, Inc.                                Vanderkam & Sanders
         3340 Topaz, Suite 210                          440 Louisiana, Suite 475
         Las, Vegas, Nevada 89123                         Houston, Texas 77002
         Name, address and telephone                        (713) 547-8900
         (number of agent for service)


         Approximate  date of proposed sales pursuant to the plan:  From time to
time after the effective date of this Registration Statement.


                         CALCULATION OF REGISTRATION FEE
================================ ============== =================== ===================== =============

Title of securities              Amount to be   Proposed maximum    Proposed maximum      Amount of
to be registered                 registered     offering price per  aggregate offering    registration
                                                share (1)           price                 fee
-------------------------------- -------------- ------------------- --------------------- -------------
                                                                              
Common Stock, $.001 par value    1,500,000      $ 2.60              $    3,900,000           $975.00
================================ ============== =================== ===================== =============


(1)  Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of
     determining  the  registration  fee.  The  offering  price  is based on the
     closing bid and asked price as reported on the Nasdaq  Electronic  Bulletin
     Board on October 5, 2001.



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION

         Information  required by Item 1 is included in documents  sent or given
to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Information  required by Item 2 is included in documents  sent or given
to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration Statement and are made a part hereof:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2000.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the end of the fiscal  year  covered by the Annual
          Report referred to in Item 3(a) above, including,  but not limited to,
          the  Company's  quarterly  reports on Form  10-QSB  through the fiscal
          quarter ended June 30, 2001.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Common Stock

     General.  The Company is authorized to issue  200,000,000  shares of Common
Stock, $.001 par value per share.

         The holders of the Common Stock are entitled to receive dividends when,
as and if declared by the Board of  Directors,  out of funds  legally  available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the  holders of the Common  Stock are  entitled  to share  ratably in all assets
remaining  available for  distribution  to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over  the  Common  Stock.  The  holders  of the  Common  Stock  as such  have no
conversion,  preemptive or other subscription rights and there are no redemption
provisions applicable to the Common Stock.

         Voting Rights. The holders of the Common Stock are entitled to one vote
for each  share held of record on all  matters  to be voted on by  stockholders.
There is no cumulative  voting with respect to the election of  directors,  with
the results that the holders of shares  having more than fifty  percent (50%) of
the votes for the election of directors can elect all of the directors.

         Dividend Policy. To date, the Company has not paid any dividends on its
Common  Stock.  The  payment of  dividends,  if any, in the future is within the
discretion  of the  Board of  Directors  and  will  depend  upon  the  Company's
earnings,  its capital  requirements and financial  condition and other relevant
factors.  The Board does not intend to declare any dividends in the  foreseeable
future,  but  instead  intends to retain all  earnings,  if any,  for use in the
Company's business operations.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Legal counsel for the Registrant, as part of this offering will receive
500,000 shares of the  Registrant's  common stock.  In addition,  counsel is the
owner of 545,000 shares of the restricted common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Company's  Articles of  Incorporation,  as amended,  eliminate the
personal  liability of directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty to the extent  permitted by Nevada law. The
Company's  Bylaws provide that the Company shall have the power to indemnify its
officers  and  directors  to the  extent  permitted  by Nevada  law.  Nevada law
authorizes a corporation to indemnify directors,  officers,  employees or agents
of the corporation in non-derivative suits if such party acted in good faith and
in a manner he reasonably  believed to be in or not opposed to the best interest
of the corporation  and, with respect to any criminal action or proceeding,  had
no  reasonable  cause to believe his  conduct was  unlawful,  as  determined  in
accordance with Nevada law.


         The  provisions   affecting   personal  liability  do  not  abrogate  a
director's  fiduciary  duty to the Company and its  shareholders,  but eliminate
personal  liability for monetary damages for breach of that duty. The provisions
do not,  however,  eliminate or limit the liability of a director for failing to
act in good faith, for engaging in intentional misconduct or knowingly violating
a law, for authorizing the illegal payment of a dividend or repurchase of stock,
for obtaining an improper personal  benefit,  for breaching a director's duty of
loyalty,  which  is  generally  described  as  the  duty  not to  engage  in any
transaction  which  involves a conflict  between the interest of the Company and
those of the director, or for violations of the federal securities laws.

         The provisions regarding  indemnification provide, in essence, that the
Company will  indemnify  its directors  against  expenses  (including  attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred in connection  with any action,  suit or proceeding  arising out of the
director's status as a director of the Company,  including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover,  they do not provide  indemnification
for liability  arising out of willful  misconduct,  fraud,  or  dishonesty,  for
"short-swing"  profits  violations  under the federal  securities  laws, for the
receipt of illegal  remuneration or if the director received a benefit in money,
property  or  services  to  wich  the  director  is not  legally  entitled.  The
provisions also do not provide  indemnification  for any liability to the extent
such liability is covered by insurance.

         The provisions also limit or indemnify against liability resulting from
grossly  negligent  decisions  including grossly  negligent  business  decisions
relating to attempts to change control of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

     4.1  Consulting  Agreement  dated  September  26, 2001 with Global  Funding
          Group for distribution to natural persons
     4.2  Consulting Agreement dated September 26, 2001 with. G. Reed Petersen
     4.3  Consulting Agreement dated September 26, 2001 with Hank Vanderkam
     5.1  Opinion  and consent of  Vanderkam  & Sanders re: the  legality of the
          shares being registered
     23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
     23.2 Consent of Stark,  Winter,  Schenkein & Co.,  LLP,  formerly  known as
          Stark Tinter & Associates, LLC

ITEM 9.  UNDERTAKINGS

     (a)  The registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sells are being
               made, a post-effective  amendment to this registration  statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          (2)  That,  for  the  purpose  of  determining   liability  under  the
               Securities Act of 1933,  each  post-effective  amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed to be the initial bona fide offering thereof.

          (3)  To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of London, England on the 19th day of October, 2001.

                                               THE BAUER PARTNERSHIP, INC.


                                               By: /s/ Robert Wallace
                                                  ------------------------------
                                                  Robert Wallace, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

  Signatures              Title                                     Date
 ------------            -------                                   ------

/s/ Robert Wallace      (Principal Executive Officer)         October 19,  2001
--------------------

/s/ Robert Wallace
--------------------    (Principal Financial and Accounting   October 19, 2001
                         Officer)