United States
                  Securities and Exchange Commission
                        Washington, D.C. 20549
                       ------------------------
                              Form 10-KSB

     [X]   Annual Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 2000

     [ ]   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 0-27323

                         Finders Keepers, Inc.
        (Exact Name of Registrant as Specified in its Charter)

                   Nevada                         88-0429812
     (State or other jurisdiction of          (I.R.S. employer
      incorporation or organization)       identification number)

    711 Eastern Parkway, 3rd Floor Brooklyn, NY         11213
      (Address of principal executive offices)        (Zip code)

  Registrant's Telephone Number, Including Area Code: (718) 363-0588

   Securities Registered Pursuant to Section 12(b) of the Act: NONE

        Securities Registered Pursuant to Section 12(g) of the Act:
  Common Stock, $0.001 par value per share, 200,000,000 shares authorized,

      80,880,912 issued and outstanding as of December 31, 2000.

     Indicate by check mark whether the registrant (1) 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 (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ ]

     The approximate aggregate market value of the Common Stock held by
non-affiliates of the registrant, based upon the closing price of the Common
Stock reported on OTCBB, was $889,690 as of March 15, 2001.(1)  For
the purposes of this computation, all executive officers, directors
and 5% shareholders of the Company have been assumed to be affiliates.
Certain of such persons may disclaim that they are affiliates of the
Company.

               -----------------------------------------


/1/


                  DOCUMENTS INCORPORATED BY REFERENCE

     Sections of the registrant's definitive Proxy Statement for the
registrant's Annual Meeting of Stockholders, which will be filed with
the Securities and Exchange Commission, are incorporated by reference
into Part III of this Report to the extent stated herein.

                            ---------------

The following discussion contains, in addition to historical
information, forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ significantly
from the results discussed in the forward-looking statements. Factors
that could cause or contribute to such differences include, but are
not limited to, those discussed below and in Item 6, "Management's
Discussion and Analysis of Financial Condition or Plan of Operation."


                                PART I

ITEM 1 -- BUSINESS.

Overview and History

Finders Keepers, Inc. ("Finders Keepers" or the "Company"), a Nevada
corporation incorporated on May 28, 1999, is a developmental stage
company with a principal business objective to provide unclaimed
property location services to the public and to leading corporations.
We seek to assist clients in obtaining information regarding lost or
forgotten estates, unclaimed assets and/or financial belongings
anywhere within the United States.  We attempt to locate assets that
have escheated to the state or to the federal government or
governmental agencies.  These assets include monies derived from
uncashed checks, dormant savings and checking accounts, lost or
forgotten stocks and dividends, unclaimed certificates of deposit
("CDs"), forgotten safe deposit boxes and various other unclaimed
assets.  We then try to locate the rightful owners or an entitled
beneficiary.  Upon locating the entitled person or entity, we complete
the necessary paperwork to have these assets released for a "finders"
fee.

Industry Background

Government Agencies holding escheated funds do not take permanent
title to the property but act as custodians to safeguard it for the
rightful owner or their heir until claimed.

Unclaimed property consists of various types of property: savings and
checking accounts, stocks and bonds, dividends, insurance refunds or
claims.  There are many ways owners (and heirs) lose track of assets.
These reasons include: Lost mail, records being lost, wrong address,
or just the fact that a person moves and does not notify the financial
institution to forward mail to the new address.  Also in the case of
money's left to an Estate, the Will could have an old address and
therefore the Executors will have no way to contact the rightful
family members entitled to the funds.  Funds and assets become
escheated to the Government because of failure to update old Bank
accounts or to change the address on Shares of Stock from an old
address to a new address.  After a certain time period when funds are
in a dormant status with a Bank or financial institution ranging from
1 year to 15 years depending on the assets, the financial institution
then turns the funds over to either Federal or State abandoned
property offices to hold till the righfull owner comes and makes a
claim for their assets, which usually consists of filing paperwork and


/2/


some identification to prove entitlement to the funds.  Each State
will try to locate the rightful owner of the property, however,in most
cases they usually have an outdated address making it almost
impossible for them to find the owner.  Most State offices only
publish a yearly notice of abandoned assets in their possession.

The Finders Keepers Solution

Finders Keepers' objective is to provide unclaimed property services,
thereby facilitating the recovery of lost and/or missing assets due to
the rightful individuals and corporations.  The Company obtains lists
of escheated assets and attempts to reunite individuals or
corporations with those assets.  The Company seeks to verify owners
through phone calls, direct mail or personal contact. In addition, the
Company presently engages Internet portal sites and search engines,
such as Excite or Yahoo, to increase awareness of the Company's
services.

New Product Offerings

We have neither offered a new product in the past year, nor do we
foresee introducing any new products in the upcoming year.

Research and Development Activities

We have purchased new lists of lost assets.  These lists are currently
being used to contact potential clients.

Principal Products and Services

Finders Keepers' objective is to provide unclaimed property services,
thereby facilitating the recovery of lost and/or missing assets due to
the rightful individuals and corporations.  We obtain lists of
escheated assets and attempt to reunite individuals or corporations
with those assets.  We seek to verify owners through phone calls,
direct mail or personal contact.

The Claim Process. We conduct searches utilizing telephone and
professional directories, as well as online search engines, to locate
asset owners.  If we are able to verify rightful ownership and
documentation, Finders Keepers contacts these individuals or
corporations in a timely manner to inform them of their claim, which
consists of a sent written notification, a placed phone call and/or an
in-person notification, if needed.  If we deduce that a subject
individual is deceased, we will go to court and make copies of the
unclaimed asset(s) and the rightful executor and locate him, her or
them in order to return the asset(s) to the estate.  In dealing with
corporations, we will first contact the Comptroller or Treasurer of
the company because that individual is the person responsible and has
the authority to commence with the transaction on behalf of the
organization.  Finders Keepers files claims for clients who contract
us to do so, it does not claim the funds for itself.

We obtain lists from the Comptrollers Office in those states we intend
to search for missing property.  These lists typically contain the
name of an individual or corporation, whose assets have escheated to
the local government, the last known address where the property was
sent and the year it was turned over to the government.

It typically takes the state(s) and/or government agencies a
significant length of time after a claim is filed before the assets
are disbursed.  The period of time between a claim and the
disbursement of assets can range anywhere from (three) 3 months to
(two) 2 years.


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Distribution, Marketing and Customer Relations

Finders Keepers operates a web site (www.moneychest.com) whereby
individuals are able to contact us directly to perform a search.  We
intend to leverage technology to (i) personalize the user experience,
(ii) increase the effectiveness of searches for missing property and
potential claimants, (iii) improve operating efficiency and (iv)
supplement our traditional customer interaction methods.  This web-
based service allows for a convenient and efficient inquiry into
unclaimed and abandoned property by submitting a search on two (2)
names for an initial fee of $9.95.  If successful in locating a claim
for these individuals, this initial charge is deducted from the
applicable fee percentage allowable on unclaimed assets which
generally ranges from 5% to 20% of the aggregate amount of the claim.

We have retained the services of TeleMasters, Inc., a local Brooklyn,
NY company that operates a "call center" with dozens of trained
telemarketers.  The contract calls for 50 hours of telemarketing
services to be performed at a promotional rate of $29.50 per hour.
After the first 50 hours, the rate increases to $32 per hour (see
exhibit 10 TeleMasters, Inc. and Finders Keepers, Inc. agreement).
The contract is renewable on an ongoing basis after each 50 hours of
service is performed.  The telemarketers have extensive customer
service experience and the ability to reach a much larger and broader
clientele base in a very cost effective way.  We provide TeleMasters,
Inc. with lists of abandoned assets and the phone numbers of the
rightful owners.  Finders Keepers, Inc. therefore, does not need to
hire and train new employees to perform these tasks.  Through the
outsourcing of these functions we have been able to generate an
increase in signed claims of approximately 25%.  As TeleMasters, Inc.
has sufficient resources to handle our business, additional
expenditures in terms of increased office space and new equipment were
not required.

However, we will continue to evaluate the potential benefit of
marketing our services through other mediums such as Internet banner
advertising, radio or television commercials and/or print materials.
In addition, we presently engage Internet portal sites and search
engines, such as Excite and Yahoo, to increase awareness of our
services.

Competition

Management believes that the primary competitive factors affecting our
operations are reputation, speed and efficiency of claim reclamations,
quality of personalized service, marketing, convenience, reliability,
ability to purchase sufficient lists and directories of unclaimed or
undistributed property/assets and the ability to find owners of
property/assets held by various agencies.

The market for asset reclamation services is fragmented, rapidly
evolving and intensely competitive.  Barriers to entry are minimal,
and current and new competitors can conduct operations at a relatively
low cost.  We compete with (i) various online companies that provide
similar services, (ii) individuals who are knowledgeable of the
procedures and processes to reclaim assets, and (iii) a large number
of small entities with regional operations around the country.

Increased competition may result in reduced operating margins, loss of
market share and a diminished brand franchise.  There can be no
assurance that we will be able to compete successfully against current
and future competitors, and competitive pressures faced by us may have
a material adverse effect on our business, prospects, financial
condition and results of operations.  Further, as a strategic response
to changes in the competitive environment, we may from time to time
make certain pricing, service or marketing decisions or acquisitions
that could have a material


/4/


adverse effect on our business, prospects, financial condition and results
of operations.

Government Regulation

We are currently subject to regulation from various state and federal
governmental agencies.  Laws governing issues such as the maximum
finders fees applicable to the aggregate amount and required licenses
to conduct business are determined at the state and local level.  Any
such legislation or regulation, the application of laws and
regulations from jurisdictions whose laws do not currently apply to
our business or the application of existing laws and regulations to
our services could have a material adverse effect on our business,
prospects, financial condition and results of operations.

We believe that the regulations governing the escheated property
industry will not have a material effect on our current operations.
However, various federal and state agencies may propose new
legislation which may adversely affect our business, financial
condition and results of operations.

Proprietary Rights

We believe that our success is dependent in part on our ability to
obtain lists and directories of unclaimed property/assets from
state(s) and government agencies.  Although asset lists and
directories provided by the states, government and governmental
agencies are public knowledge, we regard the methods and procedures we
seeks to employ to collect claims as intellectual property.  We plan
to rely primarily on a combination of copyright, trademark and trade
secret laws and contractual restrictions to establish and protect our
proprietary rights.  There can be no assurance that the steps taken by
us will be sufficient to prevent misappropriation of our proprietary
rights or that our competitors will not independently develop methods
or operations that are substantially equivalent or superior to ours.

Although we believe that our operations do not infringe on any
copyright or any other proprietary rights of third parties, there can
be no assurance that those parties will not assert that our business
procedures infringe their proprietary rights.  We have no assurance
that third parties will not obtain, or do not have, patents covering
features of our operations, in which event we or our customers might
be required to obtain licenses to use such features.  If a patent
holder refuses to grant a license on reasonable terms or at all, we
may be required to alter or stop marketing certain products.

Employees

We presently have one (1) full time employee.  Our employee is
currently not represented by a collective bargaining agreement, and we
believe that our relations with our employee is good.

RISK FACTORS

The following discussion contains, in addition to historical
information, forward-looking statements that involve risks and
uncertainties.  Our actual results could differ significantly from the
results discussed in the forward-looking statements.  Factors that
could cause or contribute to such differences include, but are not
limited to, those discussed below and in Item 6, "Management's
Discussion and Analysis of Financial Condition or Plan of Operation."


/5/


Limited Operating History

We were incorporated on May 28, 1999, with a principal business
objective to provide confidential, unclaimed property services to the
public and to leading corporations.  We have a limited operating
history on which to base an evaluation of our business and prospects.
Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage
of development, particularly companies in evolving markets such as
ours.  These risks would include, but are not limited to, an evolving
and unpredictable business model, dependence on the growth in use of
the services we provide, the acceptance of our services, the ability
to obtain lists and directories of missing properties/assets and to
find the proper owners of those properties/assets, rapid technological
change and the management of growth.  To address these risks, we must,
among other things, increase our clientele and user base, implement
and successfully execute our business and marketing strategy, develop
and upgrade our technology, respond to competitive developments, and
obtain sufficient lists and directories of lost, missing or unclaimed
property/assets.  There can be no assurance that we will be successful
in addressing such risks, and the failure to do so could have a
material adverse effect on our business, prospects, financial
condition and results of operations.

We believe that our success will depend in large part on our ability
to (i) obtain lists and directories of undistributed property from
federal and state governments and governmental agencies, (ii) provide
outstanding value and superior service, and (iii) achieve sufficient
volume to realize economies of scale.  Accordingly, we intend to
invest in technology and property/asset lists and directories from the
respective state(s) and government agencies.  We anticipate
disbursements from the state(s) and/or government agencies to take
significant lengths of time after a claim is filed.  As a result, we
believe that we may incur operating losses for the foreseeable future,
and that the rate at which such losses may be incurred may increase
significantly.  In view of the rapidly evolving nature of our business
and our limited operating history, we believe that period-to-period
comparisons of our operating results are not necessarily meaningful
and should not be relied upon as an indication of future performance.

Unpredictability of Future Revenues; Potential Fluctuations in
Quarterly Operating Results; Seasonality

As a result of our limited operating history and the nature of the
market in which we compete, we are unable to accurately forecast our
revenues.  Our future expense levels are based largely on our
investment plans and estimates of future revenues and are, to a large
extent, fixed.  Operating results generally depend on the volume of,
timing of and ability to fulfill claims, which are difficult to
forecast.  We may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall.  Accordingly, any
significant shortfall in revenues in relation to our planned
expenditures would have an immediate adverse effect on our business,
prospects, financial condition and results of operations.  Further, as
a strategic response to changes in the competitive environment, we
may, from time to time, make certain service or marketing decisions
that could have a material adverse effect on our business, prospects,
financial condition and results of operations.

We anticipate that we may experience significant fluctuations in our
future quarterly operating results due to a variety of factors, many
of which are outside of our control.  Factors that may adversely
affect our quarterly operating results include (i) our ability to
purchase sufficient property/asset lists and directories from the
respective state(s) and governmental agencies; (ii) our ability to
file claims at a steady rate; (iii) our ability to realize claims and


/6/


maintain gross margins; (iv) the announcement or introduction of new
sites, services and products by our competitors; (v) our ability to
continue to maintain our web site; (vi) the level of use of the
Internet and online services and increasing consumer acceptance of the
Internet and other online services for the fulfillment of claims such
as those we provide; (vii) our ability to upgrade and develop our
systems and infrastructure; (viii) the amount and timing of operating
costs and capital expenditures relating to expansion of our business,
operations and infrastructure; and (ix) governmental regulation.

Due to the foregoing factors, in one or more future quarters our
operating results may fall below the expectations of securities
analysts and investors. In such event, the trading price of our Common
Stock would likely be materially adversely affected.

Competition

Many of our potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly
greater financial, marketing and other resources than we do.  In
addition, asset reclamation firms may be acquired by, receive
investments from or enter into other commercial relationships with
larger, well-established and well-financed companies as use of such
services increase.  Certain of our competitors may be able to secure
property/asset lists and directories from the respective state(s) and
government agencies in greater quantities, devote greater resources to
marketing and promotional campaigns, adopt more aggressive pricing
policies and devote substantially more resources to Web site and
systems development than we can.  The competitive pressures we face
may have a material adverse effect on our business, prospects,
financial condition and results of operations (see Item 1.
"Competition").

Dependence on Key Personnel; Need for Additional Personnel

Our performance is substantially dependent on the services and on the
performance of our President and CEO, Devorah L. Zirkind.  Our
performance also depends on our ability to effectively manage our
business activities.  The loss of the services of our executive
officer, companies we contract to provide assistance, or other key
employees that we may hire in the future could have a material adverse
effect on our business, prospects, financial condition and results of
operations.  We have not entered into long-term employment agreements
with our executive officer, nor do we currently carry a "Key Man" life
insurance policy.  Our future success may also depend on our ability
to identify, attract, hire, train, retain and motivate other highly
skilled technical, managerial, marketing and customer service
personnel.  Competition for such personnel is intense, and there can
be no assurance that we will be able to successfully attract,
assimilate or retain sufficiently qualified personnel.  The failure to
attract and retain the necessary technical, managerial, marketing and
customer service personnel could have a material adverse effect on our
business, prospects, financial condition and results of operations.

Risk of Capacity Constraints; Reliance on Externally and Internally
Developed Systems; System Development Risks

A key element of our strategy is to generate a high volume of traffic
on, and use of, our Web site.  Accordingly, the satisfactory
performance, reliability and availability of our Web site, transaction-
processing systems and network infrastructure will be critical to our
reputation and our ability to attract and retain users and maintain
adequate customer service levels.

Our revenues will depend on the number of visitors who initiate
individual asset searches on our Web site, the number of claims filed,
the response time taken by the


/7/


government and various agencies, the
size of the claim and the volume of claims we fulfill.  We are
currently using externally developed systems for our Web site, search
engine and material portions of our transaction processing and order
management.  Our inability to add additional software and hardware or
to develop or upgrade our technology or network infrastructure to
accommodate increased traffic on our Web site or increased search
volume may cause unanticipated system disruptions, slower response
times, degradation in levels of customer service, impaired quality and
speed of fulfillment, and delays in reporting accurate financial
information.  Any system interruptions that result in the
unavailability of our Web site or reduced claim fulfillment
performance would reduce the volume of searches initiated and the
attractiveness of our service offerings.

Although we intend to work to prevent unauthorized access to our data,
it is impossible to completely eliminate this risk.  There can be no
assurance that we will be able, in a timely manner, to effectively
upgrade and expand our transaction processing and order management
systems or to integrate smoothly any newly developed or purchased
modules with our existing systems.  Any inability to do so could have
a material adverse effect on our business, financial condition and
results of operations.

Growth Strategy Implementation; Ability to Manage Growth

We anticipate that significant expansion will be required to address
potential growth in our customer base and market opportunities.  Our
expansion is expected to place a significant strain on our management,
operational and financial resources.  To manage any material growth of
our operations and personnel, we may be required to improve existing
operational and financial systems, procedures and controls, and to
expand, train and manage an increased employee base.  Further, our
management may be required to develop relationships with various
governmental agencies, other Web sites and other Web service
providers, Internet and other online service providers and other third
parties necessary to our business.  There can be no assurance that our
planned personnel, systems, procedures and controls will be adequate
to support our future operations, that management will be able to
hire, train, retain, motivate and manage required personnel or that
our management will be able to successfully identify, manage and
exploit existing and potential market opportunities.  If we are unable
to manage growth effectively, our business, prospects, financial
condition and results of operations will be materially adversely
affected.

Risks Inherent in Business Operations

We are subject to all the risks inherent in a small company seeking to
develop, market and distribute new products and services concerning
asset location and reclamation.  The likelihood of our success must be
considered, in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with the
development, introduction, marketing and distribution of new products
and services in a competitive environment.

Possible Future Issuance of Common Stock

We are authorized to issue up to 200,000,000 Shares of Common Stock.
As of December 31, 2000, there were 80,880,912 shares of Common Stock
issued and outstanding.  Additional issuances of Common Stock may be
required to raise capital, to acquire stock or assets of other
companies, to compensate employees or to undertake other activities
without stockholder approval.  These additional issuances of Common
Stock will increase outstanding shares and further dilute
stockholders' interests.  Because our Common Stock is currently
subject to the existing rules on penny stocks, the market liquidity
for our securities can be severely adversely affected.


/8/


ITEM 2. -- PROPERTIES.

Our 100 square foot corporate headquarters are located at 711 Eastern
Parkway, 3rd floor, Brooklyn, New York 11213.  The office space is
provided at no cost by the sole officer and director of Finders
Keepers, Inc.  We do not have any additional facilities.  There are
currently no proposed programs for the renovation, improvement or
development of the properties currently being utilized by us other
than cleaning and maintenance of the office premises.


ITEM 3 -- LEGAL PROCEEDINGS.

We were not subject in the year 2000, nor are we currently subject to
any legal proceedings.


ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

A definitive proxy statement (Form 14A) was filed with the Securities
and Exchange Commission on June 6, 2000 to announce our Annual Meeting
of Stockholders.  This meeting was held at our corporate offices at
noon on Wednesday, July 5, 2000.  The matters addressed were as
follows:

1.  A Board of Directors consisting of one director, was elected to
serve until the next annual meeting of stockholders and until there
successor(s) have been duly elected and qualified or until her earlier
resignation or removal.

The following nominee was elected:

NAME OF NOMINEE   DIRECTOR SINCE       AGE           POSITION
Devorah Zirkind      May, 1999          30        President/CEO
                                                       and
                                                     Director

2.  To transact such other business as may properly come before the
Annual Meeting and any adjournment or adjournments thereof.

No other business was transacted.


/9/


                                    PART II


ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Our common stock, par value $0.001 per share, is traded on the Over-
the-Counter Bulletin Board (OTCBB) under the symbol "FDKP."

Our common stock was cleared for trading on the OTCBB on March 3, 2000
and began formal trading on March 7, 2000.  The following table sets
forth the high and low price for our common stock on the OTCBB.

                                                        HIGH       LOW
     2000
     For the period (Mar 7, 2000 to Dec 31, 2000)       1.00       .01

Our OTCBB quotations reflect inter-dealer prices, without retail mark-
ups, markdowns or commissions, and may not necessarily represent
actual transactions.

HOLDERS

As of December 31, 2000 there were 75 stockholders of record of our
Common Stock.

DIVIDEND POLICY

We have not paid cash dividends on our Common Stock and do not intend
to pay any cash dividends in the foreseeable future.

SALES OF UNREGISTERED SECURITIES

On May 31, 1999, the Company issued 70,000,000 shares of its $0.001 par
value common stock for cash of $8,510 to its one director.

On September 2, 1999, the Company completed an offering that was
registered with the State of Nevada pursuant to NRS 90.490 and was
exempt from federal registration pursuant to a Regulation D, Rule 504
of the Securities Act of 1933, as amended.  The Company sold 8,908,200
shares of its $0.001 par value common stock at a price of $0.10 per
share for total cash of $63,630.  In addition, the Company issued
1,972,712 shares of its $0.001 par value common stock for services
valued at $0.10 per share for a total of $14,091.

On March 24, 2000, the Company effected a 2-for-1 stock split of its
$0.001 par value common stock, increasing the number of shares issued
and outstanding from 5,777,208 shares to 11,554,416 shares.

On July 27, 2000 the Company's Board of Directors approved a 7 for 1
forward stock split of its common shares.  The Company's Certificate
of Incorporation has been amended to increase the authorized capital
stock of the Company to 200,000,000 shares, all of which will be
common stock.  The record date for the forward split is Monday, August
7, 2000 with a distribution date of August 9, 2000.


/10/


Item 6. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                      FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act.  Forward-looking statements are made
based upon management's current expectations and beliefs concerning
future developments and their potential effects upon the Company.
There can be no assurance that future developments affecting the
Company will be those anticipated by management.  Actual results may
differ materially from those included in the forward-looking
statements.

Readers are also directed to other risks and uncertainties discussed
in other documents filed by the Company with the Securities and
Exchange Commission.  The Company undertakes no obligation to update
or revise any forward-looking information, whether as a result of new
information, future developments or otherwise.

General

We were organized on May 28, 1999, and engage in the business of
providing confidential, unclaimed, property location and reclamation
services to the public and to leading corporations.  We seek to assist
clients in obtaining information regarding lost or forgotten estates,
unclaimed assets and/or financial belongings anywhere in the United
States which have escheated to the state or federal government and
governmental agencies.  We have a limited operating history and have
not generated significant revenues from the services we provide.
Future operating results will depend on many factors, including our
ability to raise adequate working capital, demand for our services,
the level of competition and our ability to satisfy governmental
regulations and deliver our services while maintaining quality and
controlling costs.

Results of Operation

We continue to experience approximately 9,000 to 11,000 hits on our
website on a monthly basis, however, our main focus is on locating
lost, unclaimed, or escheated property and then locating the rightful
owner of the property ourselves.  This is where we believe we will
experience the greatest revenue growth.  It is for this reason that we
enlisted the services of TeleMasters, Inc. on November 27, 2000.  As
discussed in Item 1. Distribution, Marketing and Customer Relations,
this relationship will allows us to increase our footprint in this
market.

Our revenues for the year ended December 31, 2000 totalled $107,782.
This represents an increase of $103,490 from the year ended December
31, 1999, when we reported revenue of $4,292.  All revenue is
attributable to the realization of the collection of our fees related
to the collection of claims previously filed with various state
agencies.  As stated previously, it takes anywhere from 3 months to 2
years to complete the collection process, we are seeing our revenues
increase as many of our earlier claims begin to close.  We expect to
increase our claims for the year 2001 by 20% to 30% from year 2000
levels.  This percentage may even be greater depending upon the
success of our arrangement with TeleMasters, Inc.

General and administrative (G&A) expenses for the year ended December
31, 2000 were $117,087 compared to $73,142 for the year ended December
31, 1999.  Although this represents an increase of 60%,the $73,142
represents G&A expenses from inception (May 28, 1999) to December 31,
1999 or approximately seven months.  Annualized these expenses come to
$125,386, or roughly equal to the $117,087 of G&A expenses incurred


/11/


in 2000.

Future Business

Due to the length of time to realize claims, Finders Keepers believes
that prudent management of its current cash flow is necessary to
ensure coverage of salaries and expenses.  Management believes that
this can be done without borrowing money or issuing more securities
which would dilute shareholder value.  It is our intent to continue
our efforts to reduce variable overhead expenses in response to the
significant lagtime we experience upon realizing claimed properties.
Though we may deem it necessary in the future to seek to raise
additional funds in a private placement or obtain debt financing.

Liquidity and Capital Resources

We have achieved operating profitability as of December 31, 2000. It is
anticipated that we will realize pending claims during the next 12
months although we cannot guarantee with any certainty the resolution
of these claims.  We believe that we will be able to continue existing
operations for the next 12 to 24 months based solely on our projected
revenues, however, the use of bank, personal, or other loans obtained
through private and or public sources by Finders Keepers may be
necessary to offset capital requirements in the next 12 months.  From
inception through the second quarter of the year 2000, we have
financed our cash flow requirements through the issuance of common
stock.  During our normal course of business, we may experience net
negative cash flows from operations caused by the pending receipt of
sales revenues.  Further, we may be required to obtain additional
financing to fund operations through further common stock offerings
and bank borrowings, to the extent available, or to obtain additional
financing to the extent necessary to augment our working capital.


/12/


Item 7. -- FINANCIAL STATEMENTS.











                           TABLE OF CONTENTS


                                                           PAGE

INDEPENDENT AUDITORS' REPORT                                 1

BALANCE SHEET                                                2

STATEMENT OF OPERATIONS                                      3

STATEMENT OF STOCKHOLDERS' EQUITY                            4

STATEMENT OF CASH FLOWS                                      5

NOTES TO FINANCIAL STATEMENTS                               6-10


/13/


STA

          Stark Tinter & Associates, LLC

                                Certified Public Accountants
                                       Financial Consultants


               INDEPENDENT AUDITORS' REPORT


Shareholders and Board of Directors
Finders Keepers, Inc.
Brooklyn, New York

We  have  audited the accompanying balance sheet of  Finders
Keepers,  Inc.  as  of December 31, 2000,  and  the  related
statements  of operations, changes in stockholders'  equity,
and  cash  flows  for the year then ended.  These  financial
statements   are   the  responsibility  of   the   Company's
management. Our responsibility is to express an  opinion  on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform  the  audit  to  obtain reasonable  assurance  about
whether  the  financial  statements  are  free  of  material
misstatement. An audit includes examining, on a test  basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial  statements. An audit also includes assessing  the
accounting  principles  used and  significant  estimates  by
management,  as  well  as evaluating the  overall  financial
statement presentation. We believe that our audit provide  a
reasonable basis for our opinion.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of Finders Keepers, Inc. as of December 31,  2000,
and  the  results of its operations, and its cash flows  for
the  year  then ended, in conformity with generally accepted
accounting principles.

The  accompanying  financial statements have  been  prepared
assuming  that the Company will continue as a going concern.
As  discussed  in  Note 2 to the financial  statements,  the
Company has suffered recurring losses from operations.  This
factor  raises substantial doubt about the Company's ability
to  continue  as  a  going concern.  Management's  plans  in
regard  to these matters are also discussed in Note 2.   The
financial  statements  do not include any  adjustments  that
might result from the outcome of this uncertainty.



Stark Tinter & Associates, LLC
Denver, Colorado
March 9, 2001



                                   1


/14/


                         Finders Keepers, Inc.
                             Balance Sheet
                           December 31, 2000



Assets

Current Assets

  Cash                                                   $    6,622
                                                         ----------
     Total Current Assets                                     6,622
                                                         ----------
Fixed assets, net                                             1,546
                                                         ----------
                                                         $    8,168
                                                         ==========


Liabilities and Stockholders' Equity


Current Liabilities:                                     $        -
                                                         ----------
     Total Current Liabilities                                    -
                                                         ----------
Stockholders' Equity:

  Preferred stock, $.001 par value, 25,000,000
     shares authorized, ; no shares issued and
     outstanding                                                  -
  Common stock, $.001 par value, 200,000,000
     shares authorized, 80,880,912 shares issued and
     outstanding                                             80,881
Additional paid-in capital                                    5,450
Accumulated deficit                                         (78,163)
                                                         ----------
                                                              8,168
                                                         ----------
                                                         $    8,168
                                                         ==========














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

                                   2


/15/


                         Finders Keepers, Inc.
                        Statement Of Operations
             Year Ended December 31, 2000, and the Period
          from Inception (May 28, 1999) to December 31, 1999




                                                   2000           1999
                                               ------------   ------------

Revenue, net                                   $    107,782   $      4,292
                                               ------------   ------------

Expenses:
  General and administrative                        117,087         73,142
  Depreciation                                          204              -
                                               ------------   ------------
    Total expenses                                  117,291         73,142
                                               ------------   ------------

Operating (loss)                                    (9,509)       (68,850)
                                               ------------   ------------

Other income
  Interest income                                        46            150
                                               ------------   ------------

Net (loss)                                     $    (9,643)   $   (68,700)
                                               ============   ============

Weighted average number of
common shares outstanding - basic and fully
diluted                                          80,880,912     76,089,318
                                               ============   ============

Net (loss) per share - basic and fully diluted $     (0.00)   $     (0.00)
                                               ============   ============


















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

                                   3


/16/


                                  Finders Keepers, Inc.
                       Statement Of Changes In Stockholders' Equity
                Period from Inception (May 28, 1999) to December 31, 2000


                       Common Stock    Additional                   Total
                   -------------------   Paid-in    Accumulated  Stockholders'
                      Shares   Amount    Capital      Deficit       Equity
                   ---------- -------- ---------- -------------- -------------
May 1999
Founders shares
issued for cash    70,000,000 $  8,510 $        -   $          -   $     8,510

August 1999
Donated capital                               100                          100

September 1999
Shares issued
for cash
pursuant to
Rule 504
offering            8,908,200    8,908     54,722                       63,630

September 1999
Shares issued
for services        1,972,712    1,973     12,118                       14,091

Reclassification
of paid in
capital                         61,490    (61,490)                           -

Net (loss) for the
period ended
December 31, 1999                                        (68,700)      (68,700)
                   ---------- -------- ---------- -------------- -------------

Balance,
December 31, 1999  80,880,912   80,881      5,450        (68,700)       17,631

Net (loss) for
the year ended
December 31, 2000                                         (9,463)       (9,463)
                   ---------- -------- ---------- -------------- -------------
Balance,
December 31, 2000  80,880,912 $ 80,881 $    5,450 $      (78,163)$       8,168
                   ========== ======== ========== ============== =============








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

                                   4


/17/


                              Finders Keepers, Inc.
                             Statement Of Cash Flows
                  Year Ended December 31, 2000, and the Period
               from Inception (May 28, 1999) to December 31, 1999





                                                     2000           1999
                                                 ------------   ------------
Cash Flows From Operating Activities

  Net (loss)                                     $     (9,463)  $    (68,700)
  Depreciation expense                                    204              -
  Services paid for by issuance of common stock             -        (14,091)
                                                 ------------   ------------
Net cash (used in) operating activities                (9,259)       (54,609)
                                                 ------------   ------------

Cash Flows From Investing Activities

  Purchase of fixed assets                             (1,750)             -
                                                 ------------   ------------
Net cash (used in) investing activities                (1,750)             -
                                                 ------------   ------------

Cash Flows From Financing Activities

  Issuance of common stock                                  -         72,240
                                                 ------------   ------------
Net cash provided by financing activities                   -         72,240
                                                 ------------   ------------

Net increase (decrease) in cash                  $    (11,009)  $     17,631
                                                 ------------   ------------

Cash - beginning                                       17,631              -
                                                 ------------   ------------
Cash - ending                                    $      6,662   $     17,631
                                                 ============   ============
Supplemental disclosures:
  Interest paid                                  $          -   $          -
                                                 ============   ============
  Income taxes paid                              $          -   $          -
                                                 ============   ============

Non cash investing and financing activities:
  Stock issued for services                      $          -   $     14,091
                                                 ============   ============













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

                                   5


/18/


                         Finders Keepers, Inc.
                     Notes to Financial Statements
                           December 31, 2000


Note 1 - Summary of significant accounting policies

Organization

The  Company  was organized on May 28, 1999 (Date of Inception)  under
the  laws of the State of Nevada.  The Company is authorized to  issue
200,000,000  shares  of $0.001 par value common  stock  and 25,000,000
shares of $0.001 par value preferred stock.

The Company's principal business objective is to provide confidential,
unclaimed  property  location services to the public  and  to  leading
corporations.   The  Company  seeks to  assist  clients  in  obtaining
information  regarding  lost or forgotten estates,  unclaimed  assets,
and/or financial belongings anywhere in the United States, which  have
escheated   to  the  state  or  federal  government  and  governmental
agencies.

Through  December  31, 1999, the Company had been in  the  development
stage.  Effective  January 1, 2000, the Company commenced  significant
operations  and  was  no longer considered to be  in  the  development
stage.

Use of 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 and disclosure of contingent assets and liabilities at the
date  of  the financial statements and the reported amounts of revenue
and expenses during the reporting period.  Actual results could differ
significantly from those estimates.

Cash and cash equivalents

For  the  purpose of the statements of cash flows, all  highly  liquid
investments  with the maturity of three months or less are  considered
to be cash equivalents.

Equipment

Property  and  equipment are recorded at cost.   Minor  additions  and
renewals  are  expensed  in the year incurred.   Major  additions  and
renewals  are capitalized and depreciated over their estimated  useful
lives.  Depreciation is calculated using the straight-line method over
the estimated useful lives as follows:

          Computer equipment                       5 years


                                   6


/19/


                         Finders Keepers, Inc.
                     Notes to Financial Statements
                           December 31, 2000


Revenue recognition

The Company  recognizes  finder's  fee and processing fee  revenue as a
client search is  completed  and funds  are  cleared from the escheated
account.

Advertising costs

The   Company   expenses  all  costs  of  advertising   as   incurred.
Advertising  costs  included  in selling, general  and  administrative
expenses aggregated  $2,228 and $105 in 2000 and 1999, respectively.

Fair value of financial instruments

Fair  value  estimates discussed herein are based upon certain  market
assumptions  and pertinent information available to management  as  of
December  31,  2000.   The respective carrying value  of  certain  on-
balance-sheet  financial instruments approximated their  fair  values.
These  financial instruments include cash and accounts  payable.  Fair
values  were  assumed  to approximate carrying  values  for  cash  and
payables  because  they are short term in nature  and  their  carrying
amounts approximate fair values or they are payable on demand.

Impairment of long lived assets

Long  lived  assets  held  and used by the Company  are  reviewed  for
possible  impairment  whenever events or  circumstances  indicate  the
carrying amount of an asset may not be recoverable or is impaired.  No
such  impairments have been identified by management at  December  31,
2000.

Earnings per share

The  Company  follows Statement of Financial Accounting Standards  No.
128. "Earnings Per Share"  ("SFAS No. 128").  Basic earning per common
share  ("EPS") calculations are determined by dividing net  income  by
the  weighted  average  number of shares of common  stock  outstanding
during  the  year.  Diluted earnings per common share calculations are
determined  by dividing net income by the weighted average  number  of
common  shares  and  dilutive  common share  equivalents  outstanding.
During  the  periods  presented  common  stock  equivalents, were  not
considered as their effect would be anti dilutive.


                                   7


/20/


                         Finders Keepers, Inc.
                     Notes to Financial Statements
                           December 31, 2000


Segment reporting

The  Company  follows Statement of Financial Accounting Standards  No.
131,   "Disclosures  About  Segments  of  an  Enterprise  and  Related
Information".  The  Company  operates as a  single  segment  and  will
evaluate additional segment disclosure requirements as it expands  its
operations.

Income taxes

The  Company  follows Statement of Financial Accounting  Standard  No.
109, "Accounting for Income Taxes" ("SFAS No. 109") for recording  the
provision  for income taxes.  Deferred tax assets and liabilities  are
computed based upon the difference between the financial statement and
income  tax basis of assets and liabilities using the enacted marginal
tax rate applicable when the related asset or liability is expected to
be  realized or settled.  Deferred income tax expenses or benefits are
based  on  the  changes  in the asset or liability  each  period.   If
available evidence suggests that it is more likely than not that  some
portion  or  all  of the deferred tax assets will not be  realized,  a
valuation  allowance is required to reduce the deferred tax assets  to
the  amount  that  is  more likely than not to  be  realized.   Future
changes in such valuation allowance are included in the provision  for
deferred income taxes in the period of change.

Deferred  income taxes may arise from temporary differences  resulting
from  income  and expense items reported for financial accounting  and
tax  purposes  in different periods. Deferred taxes are classified  as
current or non-current, depending on the classification of assets  and
liabilities  to  which  they  relate.   Deferred  taxes  arising  from
temporary  differences that are not related to an asset  or  liability
are  classified as current or non-current depending on the periods  in
which the temporary differences are expected to reverse.

Recent pronouncements

The FASB recently issued Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of  FASB
Statement  No. 133".  The Statement defers for one year the  effective
date of FASB Statement No. 133, "Accounting for Derivative Instruments
and  Hedging  Activities".   The rule now will  apply  to  all  fiscal
quarters of all fiscal years beginning after June 15, 2000.   In  June
1998,  the  FASB  issued  SFAS  No. 133,  "Accounting  for  Derivative
Instruments  and Hedging Activities."  The Statement will require  the
company  to  recognize all derivatives on the balance  sheet  at  fair
value.  Derivatives that are not hedges must be adjusted to fair value
through income, if the derivative is a hedge, depending on the  nature
of  the hedge, changes in the fair value of derivatives will either be
offset  against  the  change  in fair  value  of  the  hedged  assets,
liabilities,  or  firm commitments through earnings or  recognized  in
other  comprehensive  income until the hedged item  is  recognized  in


                                   8

/21/


                         Finders Keepers, Inc.
                     Notes to Financial Statements
                           December 31, 2000


earnings.   The ineffective portion of a derivative's change  in  fair
value  will  be immediately recognized in earnings.  The Company  does
not  expect  SFAS No. 133 to have a material impact  on  earnings  and
financial position.

In  December  1999,  the Securities and Exchange  Commission  released
Staff  Accounting Bulletin No. 101, Revenue Recognition  in  Financial
Statements  (SAB No. 101), which provides guidance on the recognition,
presentation  and disclosure of revenue in financial statements.   SAB
No. 101 did not impact the Company's revenue recognition policies.

Note 2 - Fixed Assets

The  Company purchased computer equipment in the amount of $1,750  and
recorded  depreciation expense in the amount of $204 during  the  year
ended December 31, 2000.

Note 3 - Income Taxes

The  Company  accounts for income taxes under Statement  of  Financial
Accounting  Standards No. 109, "Accounting for Income  Taxes"   ("SFAS
No. 109"), which requires use of the liability method.   SFAS No.  109
provides  that deferred tax assets and liabilities are recorded  based
on the differences between the tax bases of assets and liabilities and
their  carrying amounts for financial reporting purposes, referred  to
as  temporary differences.  Deferred tax assets and liabilities at the
end  of  each  period are determined using the currently  enacted  tax
rates  applied to taxable income in the periods in which the  deferred
tax assets and liabilities are expected to be settled or realized.

The  provision  for income taxes differs from the amount  computed  by
applying  the  statutory  federal income tax  rate  to  income  before
provision  for  income  taxes.  The sources and  tax  effects  of  the
differences are as follows:

      U.S federal statutory rate         (34.0%)

      Valuation reserve                    34.0%
                                         -------
      Total                                   -%
                                         =======

As  of  December  31,  2000,  the Company has  a  net  operating  loss
carryforward of approximately $78,000 for tax purposes, which will  be
available  to  offset  future  taxable  income.   If  not  used,  this
carryforward  will  expire in 2019 and 2020. The  deferred  tax  asset
relating  to the operating loss carryforward of approximately  $27,000
has been fully reserved at December 31, 2000.


                                   9


/22/


                         Finders Keepers, Inc.
                     Notes to Financial Statements
                           December 31, 2000


Note 4 - Stockholders' Equity

All  share  and per share amounts have been retroactively restated  to
reflect the stock splits discussed below.

On  May  31, 1999, the Company issued 70,000,000 shares of its  $0.001
par value common stock for cash of $8,510 to its one director.

On  September  2,  1999, the Company completed an  offering  that  was
registered  with the State of Nevada pursuant to NRS  90.490  and  was
exempt from federal registration pursuant to Regulation D, Rule 504 of
the  Securities  Act of 1933, as amended.  The Company sold  8,908,200
shares  of  its $0.001 par value common stock at a price of $0.10  per
share  for  total  cash of $63,630.  In addition, the  Company  issued
1,972,712  shares  of its $0.001 par value common stock  for  services
valued at $0.10 per share for a total of $14,091.

On  March 24, 2000, the Company effected a 2-for-1 forward stock split
of its $0.001 par value common stock.

On  July  27, 2000 the Company's Board of Directors approved a 7-for-1
forward  stock  split  of  its  $.001 par  value  common  stock.   The
Company's  Certificate of Incorporation was amended  to  increase  the
authorized capital stock of the Company to 200,000,000 shares, all  of
which  will be common stock. The record date for the forward split  is
Monday, August 7, 2000 with a distribution date of August 9, 2000.

There are no options or warrants outstanding to acquire any additional
shares of common stock as of December 31, 2000 and 1999.








                                   10


/23/


ITEM 8. -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES

We have engaged Stark Tinter & Associates, LLC as our principal
accountant to replace our former principal accountant, Barry L.
Friedman, PC.  The decision to change accountants was approved by our
Audit Committee.  The change of accountants was due to the recent
health problems experienced by Mr. Friedman.  Neither of the reports
of the former principal accountants on the financial statements for
the period ending December 31, 1999 contained an adverse opinion or
disclaimer of opinion, nor was either qualified or modified as to
uncertainty, audit scope, or accounting principles.  During the
audited period ending December 31, 1999 and the subsequent interim
period through July 31, 2000, there were no disagreements with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the former
accountant, would have caused him to make reference to the subject
matter of the disagreements in connection with his report.


/24/


                               PART III


ITEM 9. -- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The name, age, position and date of appointment of the Company's
directors and executive officers are as follows:

     Name          Age               Position               Appointed
Devorah Zirkind    30      President, CEO and Director     May 28, 1999


Devorah L. Zirkind, President, Chief Executive Officer and Director -
Ms. Zirkind was educated at Hampstead Computer School in Montreal,
Quebec, Canada in 1986.  In 1987, she served as an administrative
assistant at Chabad Lubavitch, where she handled accounts receivables,
assisted with coordinating fund-raising events and maintained
computerized records of donors and contributors.  In 1990, Ms. Zirkind
moved to Brooklyn, New York to work at Universal Strapping.  While
there, she handled accounting duties, maintained computer systems and
fulfilled customer service responsibilites.  Seven years later, Ms.
Zirkind joined the Sales and Collections Department at Continental
Cosmetics in New York City, where she set up new accounts and
maintained existing ones.  In May 1999, she founded Finders Keepers
and is currently responsible for the day-to-day operations of the
Company.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and
reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten-
percent stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no
other reports were required during the fiscal year ended December 31,
2000, its officers, directors and greater than ten percent beneficial
owners complied with all Section 16(a) filing requirements.


ITEM 10. -- EXECUTIVE COMPENSATION.

The following table discloses compensation paid during the fiscal year
ended December 31, 2000 to (i) the Company's Chief Executive Officer,
and (ii) individual(s) who were the only executive officers, other
than the Chief Executive Officer, serving as executive officers at the
end of 2000 whose total salary and bonus exceeded $100,000 (the "Named
Executive Officers").


/25/


                                 ANNUAL     COMPENSATION     ALL OTHER
NAME AND PRINCIPAL               SALARY        BONUS        COMPENSATION
     POSITION        YEAR         ($)           ($)              ($)
------------------  ------    ------------  ------------   --------------

  Devorah Zirkind    2000           55,000             0                0
  President, CEO
   and Director


STOCK OPTIONS GRANTED IN LAST FISCAL YEAR

No stock options were granted in the previous year.

COMPENSATION OF DIRECTORS

Our only directors are the current executive officers that are already
drawing salaries for the management of our Company.  They are
reimbursed for reasonable expenses incurred in connection with
attendance at meetings of the Board and of Committees of the Board;
however, they do not receive any additional compensation for their
services as directors.  Accordingly, it may be necessary for us to
compensate newly appointed directors in order to attract a quality
governance team.  At this time the Company has not identified any
specific individuals or candidates nor has it entered into any
negotiations or activities in this regard.

EMPLOYMENT AGREEMENTS

Finders Keepers, Inc. does not currently have employment agreements
with its executive officer.

ITEM 11. -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth certain information as of December 31,
2000, with respect to the beneficial ownership of our Common Stock by:
(i) all persons known by the Company to be beneficial owners of more
than 5% of the Company's Common Stock, (ii) each director and Named
Executive Officer, and (iii) by all executive officers and directors
as a group.

                           Shares Beneficially       Percentage of Shares
     Name and Address             Owned                   Outstanding
    ------------------    ---------------------     ----------------------

     Devorah Zirkind1           70,000,000                   86.55%
    ------------------    ---------------------     ----------------------
  Total ownership by our        70,000,000                   86.55%
  officers and directors
  (one individual)

1 The address of the beneficial owner is 711 Eastern Pkwy, Brooklyn,
NY 11213

ITEM 12. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There are currently two (2) shareholders affiliated with the Company.
Shareholder Harold Fox is the father-in-law of Devorah Zirkind, an
officer and director of the Company.  Yehudah and Sarah Zirkind
(JTWROS) is the first cousin of Devorah Zirkind.  Neither shareholder
qualifies as a beneficial shareholder as set forth in Item 403 of
Regulation S-B.


/26/


ITEM 13. -- EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits:

A list of exhibits required to be filed as part of this Annual Report
is set forth in the Index to Exhibits, which immediately precedes such
exhibits and is incorporated herein by reference.

(b)   Reports on Form 8-K

The Company has not filed any reports on Form 8-K during the last
quarter of the period covered by this Report.


/27/


                              SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   FINDERS KEEPERS, INC.


Date: 3/15/01
     ---------



                                   By: /s/ Devorah Zirkind
                                      ---------------------
                                      Devorah Zirkind,
                                      President, CEO and Director



In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



Date: 3/15/01
     ---------



By: /s/ Devorah Zirkind
   ---------------------
   Devorah Zirkind,
   President, CEO and Director (Principal Executive Officer)


/28/


                           Index to Exhibits


Exhibit  Name and/or Identification of Exhibit
Number

   3     Articles of Incorporation & By-Laws
         (a) Articles of Incorporation          Rendered as Previously Filed
             of the Company filed
             May 28, 1999
         (b) Amendment to Articles of
             Incorporation of the Company
             filed July 25, 2000
         (c) By-Laws of the Company             Rendered as Previously Filed
             adopted May 31, 1999

  10     Material Contracts
           Agreement between TeleMaster, Inc.
           & Finders Keepers, Inc.
           Dated November 27, 2000

  13     Annual or Quarterly Reports            Rendered as Previously Filed
         (a) Form 10-KSB for the year ended
             December 31, 1999. Incorporated
             by reference to the Company's
             Annual Report for Small Business
             Issuers, previously filed with
             the Commission

  23     Consent of Experts and Counsel
           Consent of independent public
           accountant


/29/