UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 2001

                                       OR

[ ]  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

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

            Nevada                                            88-0429812
--------------------------------                         -----------------------
(State of other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


   (Registrant's address and telephone number of principal executive offices
                        and principal place of business)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, par value $.001

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 [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K 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-K or any amendment to this
Form 10-K. [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

          Title                      Shares Outstanding as of  April 8, 2002

Common Stock, par value $.001                      40,559,727

As of April 9, 2002,  the  aggregate  market  value of the voting  stock held by
non-affiliates  of the registrant,  based on the closing price on that date, was
approximately $33,181,260.
<PAGE>


                           THE BAUER PARTNERSHIP, INC.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 2001

                               Table of Contents

PART I
Item 1.  BUSINESS                                                             4

Item 2.  PROPERTIES                                                           6


Item 3.  LEGAL PROCEEDINGS                                                    7

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  7

PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS                                                  7

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                     9

Item 7.  FINANCIAL STATEMENTS                                                11

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE                                 12

PART III

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                 13

Item 10.  EXECUTIVE COMPENSATION                                             15

Item 11.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT                                   16

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     17

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K                                   18


<PAGE>

PART I

CAUTIONARY  STATEMENT.  Statements  contained  herein  that  are  not  based  on
historical fact, including without limitation,  statements  containing the words
"believes," "may," "will,"  "estimate,"  "continue,"  "anticipates,"  "intends,"
"expects" and words of similar import, constitute "forward-looking  statements."
Such forward-looking  statements involve known and unknown risks,  uncertainties
and other factors that may cause actual  results,  events or  developments to be
materially different from any future results,  events or developments  expressed
or implied by such  forward-looking  statements.  Such  factors  include,  among
others, the following: general economic and business conditions, both nationally
and in the  regions  in which  The Bauer  Partnership,  Inc.  ("us" or  "Bauer")
operates;  competition;  changes in our business strategy or development  plans;
our  ability to attract  capital  for  development;  the  ability to attract and
retain qualified personnel; existing governmental regulations and changes in, or
the failure to comply with, governmental regulations; liability and other claims
asserted  against  us; and other  factors  referenced  in our  filings  with the
Securities and Exchange Commission.

GIVEN THESE UNCERTAINTIES,  READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
SUCH FORWARD-LOOKING STATEMENTS.

We disclaim any obligation to update information  concerning any such factors or
to publicly  announce the result of any revisions to any of the  forward-looking
statements  contained  in this  report  to  reflect  future  results,  events or
developments.

ITEM 1:  BUSINESS

GENERAL

Overview and History

The Bauer  Partnership,  Inc. ("Bauer" or the "Company"),  a Nevada  corporation
incorporated on May 28, 1999, as Finders Keepers,  Inc. ("Finders Keepers") with
a principal  business  objective to provide unclaimed property location services
to the public  and to leading  corporations.  Finders  Keepers  sought to assist
clients in obtaining information regarding lost or forgotten estates,  unclaimed
assets and/or financial  belongings  anywhere within the United States.  Finders
Keepers attempted to locate assets that escheated to the state or to the federal
government or governmental  agencies.  These assets included 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.  Finders Keepers then tried to locate
the  rightful  owners or an entitled  beneficiary.  Upon  locating  the entitled
person or entity,  Finders  Keepers  completed the  necessary  paperwork to have
these assets released for a "finders fee".

In December 2001, The Bauer Partnership,  Inc., a Delaware  corporation  ("Bauer
Delaware")  entered into a reverse merger with Finders  Keepers  whereby Finders
Keepers issued  31,030,800 shares of its common stock for 100% of the issued and
outstanding  shares of Bauer  Delaware.  Bauer  Delaware  became a  wholly-owned
subsidiary of Finders  Keepers which changed its name to The Bauer  Partnership,
Inc.
<PAGE>

From March 2001 through  December 2001,  Bauer Delaware was engaged in providing
investment  banking services to United States publicly traded companies  seeking
financing  in the range of $5 million to $20  million  who were unable to secure
large  underwriters or who wished to attract a global span of investors to their
corporations. Bauer introduced and evaluated the potential success and placement
of these corporations and their securities. Bauer Delaware introduced its client
companies to small to medium  brokerage  firms who had a wide client base,  fund
managers,  private  pension  funds,  small  to  mid-sized  banks  and  insurance
companies.  In  connection  with the  introduction  of its client  companies  to
various  financing  sources,  Bauer  Delaware  and/or the  Company or one of its
subsidiaries  received  warrants to purchase  shares of the client  companies as
well as a  percentage  of any fees  raised by the  client  companies  through an
introduction by Bauer Delaware.

Our  operations  have resulted in limited  revenues to date.  During fiscal year
2001, the Company entered into investment banking agreements with several NASDAQ
listed  companies  and with  several OTC Bulletin  Board  companies to introduce
these  companies  to  possible  financing  sources.  In  connection  with  these
agreements  the Company  received  warrants to purchase  shares of stock in such
companies as well as a percentage of any funds raised through an introduction of
the Company. In connection with the investment banking  agreements,  the Company
typically  facilitated  a road  show  whereby  the  client  companies  met  with
potential  financing  sources in Europe,  Asia and the Middle East.  Some of the
client companies are still in discussions with financing  sources  introduced by
the Company and the Company  may receive  cash  compensation  in the future from
such introductions.

In December 2001, Bauer Delaware changed its business  strategy to specialize in
acquiring  cash flow positive  commercial  real estate assets on a global basis.
The Company's strategy is to utilize its listed equity to acquire existing hotel
and commercial  real estate assets to add  significant  increases in revenue and
net asset value to its financial  position.  Bauer Delaware  believes it fills a
unique  position in the market place by offering  the ability to  structure  and
finance sophisticated transactions in various geographies worldwide.

Subsequent Events

Windjammer Resort & Spa

In January 2002, the Company and one of its  wholly-owned  subsidiaries  entered
into a Share and Asset Purchase Agreement to acquire the Windjammer Resort & Spa
in St. Lucia,  British West Indies.  The acquisition price is $30,000,000 and is
comprised of $18 million in cash and  $12,000,000  in the form of a  convertible
debenture  bearing  interest at 8% per year which is  convertible  into  Company
common stock at $1.80 per share based on specified criteria in the agreement. In
connection with this agreement,  the Company has made non-refundable payments of
$200,000  towards  the  purchase  price and owes  $17.8  million by May 1, 2002,
unless the  Company is granted an  extension.  The  Company is working to obtain
bank financing to close this  transaction and is also trying to get an extension
in the event it is unable to obtain  financing by May 1, 2002.  In the event the
Company closes this transaction by obtaining the required financing, the Company
will receive a net profits  interest of 39% starting at January 31, 2002 through
the closing date.  See the Share and Asset Purchase  Agreement  attached to this
report as an exhibit.
<PAGE>

Loan Agreement with Ocean Strategica Holdings Ltd. and Turbo International Ltd.

In March 2002, the Company  entered into a loan  agreement with Ocean  Strategic
Holdings Ltd. and Turbo International Ltd. whereby the Company receives a 90 day
loan of  $500,000  based on the  following:  (1)  $150,000  upon  execution  and
delivery  of the  loan  agreement,  less  $10,000  to be  paid  to the  lenders'
attorneys;  (2) $50,000 upon the lenders' and/or the Company's receipt of all of
the  transaction  documents  duly  executed and  delivered  pursuant to the loan
agreement,  less $5,000 to be paid to the lenders'  attorneys;  (3) 100,000 upon
the  Company's  filing of its  annual  report  on Form  10-K for the year  ended
December 31, 2001 and amendment to its current report on Form 8-K dated December
5, 2001  containing  all of the  financial  statements to be filed in connection
there with, less any expenses to be paid to lenders' attorneys; and (4) $200,000
upon the lenders  receipt of a copy of a written loan  commitment to the Company
from a reputable  lending  institution  approved by the lenders,  which approval
shall not be unreasonably withheld, for no less than $18,000,000, less $5,000 to
be paid to lenders'  attorneys.  The Company has received $185,000 in connection
with the loan as of the date of this report,  of which a non-refundable  payment
of $100,000 was made in connection  with the Share and Asset Purchase  Agreement
involving the Windjammer Resort & Spa.

 In connection with the loan agreement,  the lenders  received a 10% interest in
the outstanding  stock of The Bauer Windjammer  Resort and Spa (Bahamas) Ltd., a
wholly-owned  subsidiary  of  Bauer  Capital  Management,  Limited  which  is  a
wholly-owned  subsidiary of the Company.  In addition,  the lenders  received an
aggregate  of three year  redeemable  warrants  to  purchase  3,000,000  shares,
subject to adjustment as provided in the agreement, at an exercise price of $.20
per share.  Ronald J. Bauer,  our chief executive  officer,  pledged  17,312,500
shares of Company common stock held in the name of Fleming  Financial  Holdings,
Ltd. pursuant to a pledge and security  agreement.  In the event the loan is not
repaid in its  entirety  within  120 days from the date the loan  agreement  was
executed,  the loans  shall  automatically  convert  into  50,000,000  shares of
Company  common  stock  resulting  in a change of  control of the  Company.  The
lenders  have the right to loan up to  $500,000  in four  separate  transactions
under  substantially  the same terms and  conditions as the loan  agreement.  In
addition,  the lenders have a first right of refusal to provide financing to the
Company in future financings.

ITEM 2. PROPERTIES

            We have use of an office at 300 Park Avenue,  Suite 1700,  New York,
New York for $600.00 per month.  Our lease expires at the end of February  2003.
In addition, we maintain office space at 8 Queen Street,  Mayfair,  London where
we occupy  approximately  2,500 square feet.  We lease such space at $10,000 per
month which we believe to be at or near market value and our lease terminates in
May 2002 and the Company has an option renewal for an additional six months.
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

            We are not involved in any material pending legal proceedings, other
than routine litigation  incidental to our business,  to which we are a party or
of which any of our property is subject.

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

     a.   The Company held an annual meeting on July 2, 2001.
     b.   The Company's shareholders  re-elected Devorah Zirkind to serve as the
          Company's director.
     c.   The Company's majority shareholders re-elected Devorah Zirkind.
     d.   None

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

            Our  common  stock is traded in the  Over-the-counter  market and is
quoted on the electronic Bulletin Board under the symbol "BUER" and traded under
the symbol  "FDKP" until the last quarter of 2001.  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.  The following table  represents the range of the high and low bid
prices of our stock as reported by the NASDAQ  Trading and Market  Services  for
each fiscal  quarter for the last two fiscal years ending  December 31, 2000 and
2001,  respectively.  These quotations represent prices between dealers, may not
include retail  markups,  markdowns,  or  commissions,  and may not  necessarily
represent actual transactions.

Year 2000                                       High                  Low
For the period (Mar 7, 2000 to Dec 31, 2000)    1.00                  .01

Year                   Quarter                  High                  Low
2001                   First Quarter            $5.00                 $1.649
                       Second Quarter           $5.997                $1.4999
                       Third Quarter            $3.00                 $1.0649
                       Fourth Quarter           $3.00                 $1.10

HOLDERS

As of April 8, 2002 there were 69 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.
<PAGE>

We have authorized a total of 200,000,000 shares of our common stock, $0.001 par
value per share. As of April 8, 2002, we had a total of 40,559,727 shares of our
common stock issued and outstanding.  We have also authorized  25,000,000 shares
of  preferred  stock,  $.001  par  value,  but  none  of  them  are  issued  and
outstanding. Management controls approximately 63% of our outstanding shares.

Dividends

         We  have  not  declared  dividends  on  our  common  stock  and  do not
anticipate paying dividends on our common stock in the foreseeable future.

Private Equity Transactions.

         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 was Monday,  August 7, 2000 with a distribution  date
of August 9, 2000.

In December 2001, the Company issued  31,030,800  shares of its common stock for
100% of the common stock of The Bauer Partnership, Inc., a Delaware corporation.
We believe the transaction was exempt from registration pursuant to Section 4(2)
of the Securities Act as the transaction was non-recurring and all of the United
States shareholders were accredited investors.

In December  2001,  the Company  issued  750,000  shares of its common  stock to
several  individuals  and an entity in  consideration  for services  rendered in
connection  with the Company's  reorganization.  We believe the  transaction was
exempt from registration  pursuant to Section 4(2) of the Securities Act, as the
recipients  had  sufficient  knowledge and  experience in financial and business
matters, and since the transactions were non-recurring and privately negotiated.
<PAGE>

In December  2001, the Company  issued  5,000,000  shares of its common stock to
several entities in consideration for consulting  services rendered.  We believe
the transactions were exempt from  registration  pursuant to Section 4(2) of the
Securities  Act, as the recipients  had  sufficient  knowledge and experience in
financial and business matters,  and since the transactions  were  non-recurring
and privately negotiated.

In April 2002,  the Company  issued  200,000  shares of its common  stock to two
entities in  consideration  for  consulting  services  rendered.  We believe the
transactions  were exempt  from  registration  pursuant  to Section  4(2) of the
Securities  Act, as the recipients  had  sufficient  knowledge and experience in
financial and business matters,  and since the transactions  were  non-recurring
and privately negotiated.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

CAUTIONARY STATEMENT.  Statements contained or incorporated by reference in this
document that are not based on historical fact are "forward-looking statements".
Forward-looking   statements  may  be  identified  by  use  of   forward-looking
terminology such as "believe", "intends", "may", "will", "expects",  "estimate",
"anticipate",  "continue",  or similar  terms,  variations of those terms or the
negative of those terms.

Overview

The  Company's  business  strategy  is to utilize  its  common  stock to acquire
existing hotel and commercial real estate assets.  The Company did not implement
this business  strategy until December 31, 2001. Prior thereto,  the Company was
engaged in  providing  investment  banking  services to United  States  publicly
traded companies seeking financing in the range of $5 million to $20 million.

Revenues
For the period from March 23, 2001  (inception)  through  December 31, 2001, the
Company had revenues of $148,164 from the receipt of warrants in connection with
investment banking services.

Costs and Expenses
For the period from March 23, 2001  (inception)  through  December 31, 2001, the
Company's  salaries  and  benefits  were  $764,258  and its  other  general  and
administrative  expenses  were  $3,719,824.  Other  general  and  administrative
expenses   includes  payment  of  professional   fees,   issuance  of  stock  to
consultants,  rent, travel and entertainment and printing costs. The issuance of
stock to consultants resulted in more than $2,100,000 of the total.

Loss from Operations
The Company had a loss from  operations of $4,573,907  for the period from March
23, 2001 (inception) through December 31, 2001.
<PAGE>

Net Loss Per Share
The Company had a net loss per share of $.15 per share.

Liquidity and Capital Resources
For the year ended  December  31, 2001,  the Company did not generate  cash flow
from its operations which exceeding  operating  costs. As a result,  the Company
will  require  additional  working  capital to develop  its  business  until the
Company either achieves a level of revenues adequate to generate sufficient cash
flows from operations or obtains additional  financing  necessary to support its
working capital requirements.

Between July and November  2001,  the Company  raised  $669,100 from the sale of
1,098,800 shares of common stock.  The Company borrowed  $1,006,500 from various
individuals,  an entity and a financial  institution.  These loans bear interest
ranging  from 3.875% to 12% and all of these  amounts  remain  outstanding.  The
Company  also  received an advance  from Ronald J. Bauer,  the  Company's  Chief
Executive Officer, in the amount of $27,135.

As of December 31, 2001, the Company had cash of $3,882,  accounts receivable of
$5,845, a VAT refund of $168,823 and a working capital deficit of $1,835,519.

The  Company is taking  steps to raise  equity  capital or to borrow  additional
funds.  There can be no assurance that any new capital willl be available to the
Company or that adequate  funds for the Company's  operations,  whether from the
Company's  revenues,  financial markets, or other arrangements will be available
when needed or on terms satisfactory to the Company.  The Company has no further
commitments  from  officers,  directors or  affiliates to provide  funding.  The
failure of the Company to obtain adequate  additional  financing may require the
Company  to delay,  curtail  or scale  back some or all of its  operations.  Any
additional  financing  may  involve  dilution  to  the  Company's  then-existing
shareholders.

Risk Factors.

            Failure to Repay Loan Will  Result in Change of  Control.  If we are
unable  to repay  the  loan  due to Ocean  Strategic  Holdings  Ltd.  and  Turbo
International  Ltd.  by the  prescribed  due date,  the loans are  automatically
converted into  50,000,000  shares of our common stock  resulting in a change of
control.  If we do not repay these  loans,  the  operations  of the Company will
likely be  discontinued  and  current  management  will  likely be removed  from
office.

            Dependence Upon External  Financing.  It is imperative that we raise
capital to stay in  business.  If we are  unable to obtain  debt  and/or  equity
financing upon terms that our management  deems  sufficiently  favorable,  or at
all, it would have a  materially  adverse  impact upon our ability to pursue our
business strategy and maintain our current operations.
<PAGE>

            Failure to Obtain  Financing in Connection  with the Purchase of the
Windjammer Resort & Spa will Result in Our Loss of $200,000.  In the event we do
not obtain the  requisite  financing  to close the  purchase  of the  Windjammer
Resort & Spa,  we will have  received no value and have no asset to show for our
$200,000 non-refundable payments.

            Terms of Future Loans or Financing  May Not Be Optimal and Result in
Dilution to Shareholders.  The terms of future loans and/or financing may not be
at  the  best  terms  available.   Ocean  Strategic   Holdings  Ltd.  and  Turbo
International  Ltd.  have the  right  to loan up to  $500,000  in four  separate
transactions  under  substantially  the same  terms and  conditions  as the loan
agreement. In the event Ocean Strategic and Turbo International lend the Company
money in the future,  these entities receive warrants at a substantial  discount
to our current market price.  The exercise of these warrants and the issuance of
shares  underlying  the  warrants  is  likely  to  result  in  dilution  to  our
shareholders.

            Exclusive Agency Agreement May Result in Payment of Additional Fees.
We entered into an exclusive  agency  agreement with Wilkerson  Consulting  Inc.
which provides that  Wilkerson  Consulting  will act as the Company's  exclusive
agent with  respect to the  acquisitions  of hotels,  motels and  resorts by the
Company on a  worldwide  basis.  In the event the  Company  does not utilize the
services of Wilkerson Consulting in connection with an acquisition,  the Company
may  still  be  liable  to  Wilkerson  Consulting.   If  the  Company  closes  a
transaction,  Wilkerson Consulting is due both a cash and stock fee. The Company
is attempting to modify this agreement or reach a settlement  agreement,  but no
assurance can be provided that such an agreement will be reached.

     Reliance  on Key  Management.  Our  success  is highly  dependent  upon the
continued  services of Ronald J. Bauer, our CEO, who has been the primary person
responsible for the direction of the Company.  If Mr. Bauer were to leave us, it
could have a materially adverse effect upon our business and operations.

ITEM 7: FINANCIAL STATEMENTS

            The audited  financial  statements,  together  with the  independent
accountants  report  thereon  of  Malone &  Bailey,  PLLC  appears  herein.  See
financial statements beginning on pages F-1 of this report.

<PAGE>

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

            On February 12, 2002, the  client-auditor  relationship  between The
Bauer Partnership,  Inc., formerly Finders Keepers (the "Company") and Bierwolf,
Nilson &  Associates  ("Bierwolf")  ceased  as  Bierwolf  was  dismissed  as the
Company's auditor.

      To the knowledge of the Company's  current Board of Directors,  Bierwolf's
report of the financial  statements of the  Registrant for the period from April
2001  through  June 2001 and any  related  interim  period did not  contain  any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.

      During the review of the  Company's  financial  statements  for the period
from April 2001 through June 2001 and any subsequent  interim period through the
date of dismissal,  Bierwolf did not have any disagreements  with the Company on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure.

On August 13,  2001,  the  Registrant  changed  accountants  from  Stark  Tinter
Associates LLC to Bierwolf, Nilson & Associates.

The Company  decided not to  reappoint  Stark  Tinter &  Associates,  LLC as its
independent accountant.

The financial  statements  reported on by Stark Tinter & Associates LLC were not
subject to an adverse or qualified opinion,  or a disclaimer of opinion and were
not modified as to uncertainty,  audit scope or accounting principles during the
past two fiscal years,  and the interim  periods  through August 13, 2001 except
that the opinion for the year ended  December 31, 2000 contained a going concern
paragraph;

The decision to change  accountants  was approved by the  Registrant's  Board of
Directors; and

There  were no  disagreements  related to  accounting  principles  or  practices
auditing  scope or  procedure  during the past two fiscal  years and the interim
period through August 13, 2001.

      On February 6, 2002,  the  Registrant  engaged Malone & Bailey PLLC as its
independent  accountants for the fiscal year ended December 31, 2001. During the
most recent  fiscal year and any  subsequent  interim  period  prior to engaging
Malone & Bailey,  the  Company did not  consult  with Malone & Bailey  regarding
either (i) the application of accounting principals to a specified  transaction,
either  completed  or  proposed;  or the type of  audit  opinion  that  might be
rendered  on the  Company's  financial  statements;  or (ii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related  instructions)  or a reportable event (as defined
in Item 304(a)(1)(v) of Regulation S-K). Malone & Bailey,  PLLC has reviewed the
disclosure  required by Item 304(a) before it was filed with the  Commission and
has been provided an opportunity to furnish the Company with a letter addresssed
to the Commission containing any new information, clarification of the Company's
expression  of its views,  or the  respects  in which it does not agree with the
statements made by the Company in response to Item 304(a).  Malone & Bailey PLLC
did not furnish a letter to the Commission.
<PAGE>

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            The  names,  ages  and  positions  of the  directors  and  executive
officers  of Bauer are set forth  below.  Biographical  information  for each of
these persons is also presented below.  Our executive  officers are appointed by
our Board of Directors and serve at its discretion.

Directors and Officers.

Name                        Age          Position Held
------                     ----          -------------
F. Bryson Farrill           74           Chairman
Ronald J. Bauer             27           Chief Executive Officer and Director
Kevin J. Wallace            51           President
Carmine F. Adimando         57           Chief Financial Advisor
Dr. Jacques Fischer         61           Chief Operating Officer and Director
Joseph T. Bauer             63           Director
Geoffrey Button             53           Director
Ed Tobin                    45           Director


     F. Bryson Farrill, Executive Chairman - Mr. Farrill brings over 40 years of
Investment  Banking and  Brokerage  experience to The Bauer  Partnership  with a
wealth of industry  knowledge that few attain. Mr. Farrill served as Chairman of
the Board for Scotia McLeod,  Inc., one of Canada's  largest  brokerage  houses,
President  and Partner of McLeod,  Young & Weir and was an active  member of the
New York Stock Exchange for over 10 years.  He is responsible for overseeing the
board's activities and acts as a senior advisor to CEO Ronald J. Bauer.

      Ronald J. Bauer, Chief Executive Officer, Founder and Director - Mr. Bauer
is the Chief  Executive  Officer  and founder of The Bauer  Partnership,  and is
responsible for deal flow, acquisitions and contract negotiations. Mr. Bauer has
over 6 years  experience in offshore  financial  services and asset  management,
ranging from institutional  brokerage,  sales to accredited investors,  and fund
management   throughout  Europe.  He  has  been  involved  aggressively  in  the
structuring of  sophisticated  financial  transactions.  He has planned creative
debt and equity  structures  for private and public  companies.  He oversees the
Company's  corporate  finance  and capital  raises.  Mr Bauer has studied at the
State  University  of New York  (S.U.N.Y)  for a Bachelor  of Science  degree in
business administration and accounting.
<PAGE>

     Kevin J.  Wallace,  President  - Mr.  Wallace  is  President  of The  Bauer
Partnership,  Inc.  Mr.  Wallace  has over 25 years of  investment  banking  and
commercial real estate experience with an emphasis on the hospitality sector. He
was a senior  investment  banker at  Citibank,  Lloyds  Bank  International  and
Salomon Brothers with broad experience in the international  capital markets. He
was later  President  of  Mirage  Resorts,  Inc.,  which he left to found and be
president  of Los  Nomadas  Resorts and  Hotels,both  integrated  resort  owning
companies with operations around the globe including the United States,  Europe,
Australia,  the  Caribbean  and Central  America.  Mr.  Wallace  holds a BA from
Harvard  University,  Cambridge,  MA. and an MBA from Harvard  Business  School,
Boston, MA.

     Carmine F. Adimando, Chief Financial Advisor - Mr. Adimando serves as Chief
Financial  Advisor and is responsible  for overseeing all financial  activity of
the BAUER  Group  companies.  He is based out of Bauer's  New York  office.  Mr.
Adimando was employed for 17 years with Pitney Bowes,  Inc. (NYSE:  PBI), with a
market  capitalization of US $9.6 Billion.  Mr. Adimando last held the positions
of Vice President of Finance,  Treasurer and Chief  Financial  Officer of Pitney
Bowes, Inc. He was also President of Pitney Bowes International  Holdings,  Inc.
and a member of the Board of Directors and  Executive  Committee of Pitney Bowes
Leasing Co.  Prior to joining  Pitney Bowes Mr.  Adimando  held  positions  with
American Airlines,  Inc., Burndy Corp.,  Deloitte & Touche,  Haskins & Sells and
Morgan Guaranty Trust. Carmine graduated from St. John's University and Stanford
University's  Graduate School of Business Senior Financial  Management  Program.
Mr. Adimando is a Certified Public Accountant.

     Dr. Jacques L. Fischer,  Chief Operating Officer and Director - Dr. Fischer
has been  employed  for over 30 years as a Senior  Executive  of Rohm and  Haas,
Inc., one of the world's largest specialty chemical companies, which is publicly
traded on the New York Stock Exchange (NYSE:  ROH) with a US $7.8 Billion Market
Cap.  Recently retired as Rohm and Haas' President and General Manager in Italy,
he brings a wealth of  management  knowledge and  experience  that spans Europe,
South  America and North  America.  Dr.  Fischer is a founding  shareholder  and
investor in the Company.

     Joseph T. Bauer,  Non Executive  Director - Mr. Joseph T. Bauer is a Senior
Executive  with  Canary  Wharf Group plc, a developer  of Canary  Wharf,  by far
London's  largest  commercial  development.  Mr.  Bauer is a 25-year  veteran of
Olympia and York Developments  Ltd., at one time North America's largest private
real estate developer with total group assets in excess of US $30 billion at its
peak.  His  last  position  with  O&Y was as  Senior  Vice-President  and  Chief
Engineer.  He developed and managed the construction at World Financial  Center,
Battery Park, New York;  First Canadian Place,  Toronto,  and Canary Wharf.  Mr.
Bauer has been involved in the  development of over 100  commercial  large-scale
projects  spanning  North America,  Europe and Latin America.  Mr. Bauer holds a
Bachelor of Science degree in Mechanical  Engineering (MBA) from York University
in  Toronto.  Mr.  Bauer  is CEO  Ronald  Joseph  Bauer's  father  and acts as a
non-executive Director and a senior advisor to the Company.

     Ed  Tobin,  Non-Executive  Director-  Mr.  Tobin  has  served as one of our
directors  since March 2002.  Mr. Tobin has served as a director of GEM Ventures
Ltd since 1996. Previously,  Mr. Tobin worked for Nordberg Capital and Neuberger
and Berman.  Mr. Tobin received his MBA from The Wharton School and his Master's
in  Engineering  and a Bachelors of Science in Economics  from the University of
Pennsylvania.
<PAGE>

Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the Company'
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 soley 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, 2001,  its  officers,  directors  and greater then ten
percent beneficial owners complied with all Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

      The  following  table is a  summary  of  annual  compensation  paid to the
Company's  executives  during the two fiscal  years ended  December 31, 2001 and
December 31, 2000.

Name and Principal                                                  Other Annual
Position at 12/31/01                   Year     Salary     Bonus     Allowance
--------------------                  ------    ------    -------   ------------
Ronald J. Bauer                        2001   $139,715     None        $55,000
Chief Executive Officer
Devorah Zirkind                        2000    $55,000     None          -
President and Chief Executive Officer

     Our directors 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

Effective April 2, 2001, the Company  entered into an employment  agreement with
Ronald J. Bauer, Chief Executive  Officer,  for two years at an annual salary of
$171,600  per year.  In  addition,  Mr.  Bauer  receives  $5,075 per month for a
residence  in  London  as well as $5,075  per  month  for a car  allowance,  car
insurance  and  gas.  The  agreement  contains  a  severance  clause  for  early
termination in which case Mr. Bauer is entitled to receive all remaining amounts
due Mr.  Bauer under the  employment  agreement  at such time as the  employment
agreement is terminated.

Effective February 1, 2002, the Company entered into an employment contract with
Robert  Wallace,  our President,  for a period of three months.  Pursuant to the
agreement,  Mr. Wallace receives  monthly  compensation of $5,000 and options to
purchase an aggregate of 75,000  shares at an exercise  price of $1.00 per share
vesting 1/3 at the end of each of the three months covered by the agreement. The
agreement  states  that Mr.  Wallace  or his  designee  will  receive  2% of the
financing  received net of commissions  and expenses  associated  with financing
received  for the  following  properties:  Windjammer,  Mosquito  Blue and Coral
Sands. The parties intend to enter into a definitive  agreement covering periods
after April 30, 2002.
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 8, 2002,  information  regarding the
beneficial ownership of shares of Common Stock by each person known by us to own
five percent or more of the  outstanding  shares of Common Stock, by each of our
Officers,  by each of our  Directors,  and by our  Officers  and  Directors as a
group. On April 8, 2002 there were  40,559,727  shares issued and outstanding of
record.

Name and Address of                        Shares of       Percentage as of
Beneficial Owners                        Common Stock       April 8, 2002
-----------------                        ------------     ------------------
Ronald J. Bauer (1)(2)                     17,312,500             42.7%
F. Bryson Farrill(1)                          800,000                 *
Dr. Jacques Fischer(1)                      4,250,000             10.5%
Gregory Samuel(1)(4)                        3,000,000              7.4%
Joseph T. Bauer(1)                            300,000                 *
Geoffrey Button                                     -                 *
Kevin Wallace(5)                               75,000                 *
Carmine Adimando                                    -                 *
Ed Tobin                                            -                 *
Ocean Strategic Holdings Ltd. (6)          15,581,250             39.1%
All Executive Officers and Directors
As a group (9 persons)                     25,737,500             63.3%

*    Less than one percent

(1)  The business  address of each  individual is the same as the address of the
     Company's  principal  executive  offices.  (2) Held of  record  by  Fleming
     Financial  Holdings Ltd., of which Ronald J. Bauer is the beneficial owner.
     (3) Held of record by Rothman  Holdings Ltd., of which F. Bryson Farrill is
     the beneficial owner.
(4)  Held of record by Flying  Dutchman  Corp.,  of which Gregory  Samuel is the
     beneficial owner.
(5)  Includes  options to purchase  50,000 shares at an exercise  price of $1.00
     per share and options to  purchase  25,000  shares at an exercise  price of
     $1.00 per share which vest as of April 30,2002.
(6)  Has a  security  interest  covering  90% of the  shares  held of  record by
     Fleming Financial  Holdings,  Ltd. Turbo  International Ltd. has a security
     interest  on the  remaining  10% of the  shares  held of record by  Fleming
     Financial Holdings, Ltd.
<PAGE>

ITEM 12.  CERTAIN PARTIES AND RELATED TRANSACTIONS.

     In January 2001,  Ronald J. Bauer,  the Company's Chief Executive  Officer,
loaned the Company $180,000 bearing interest at 8% which is due upon demand.

     In April 2001,  Ronald J. Bauer,  our Chief Executive  Officer,  loaned the
Company $140,000 through Fleming  Financial,  a company of which Ronald J. Bauer
is the beneficial owner. The loan bears interest at 8% and is due upon demand.

     In May and June 2001, Dr. Jacques  Fischer,  our Chief  Operating  Officer,
loaned the Company an aggregate of $250,000  which loans bear  interest at rates
ranging from 10-12%. These loans are due upon demand.

     In December  2001 and January 2002,  one of our employees and  shareholders
loaned  the  Company  an  aggregate  of  $144,000.  One of the  loans was due in
February  2002 and  provides for a penalty  payment of up to $50,000.  The other
loan is secured by 300,000 shares of Company common stock.

     During the year ended  December 31, 2001,  Ronald J. Bauer,  the  Company's
Chief Executive Officer, advanced the Company $27,135.

     During  the year ended  December  31,  2001,  the  Company  received a note
payable from a financial institution in the amount of $300,000 secured by assets
of officers and directors of the Company bearing interest at 3.875%.

     In January 2002, Dr. Jacques Fischer,  our Chief Operating Officer,  loaned
the Company $160,000 bearing interest at 8%. The loan is due upon demand.

     Joseph T. Bauer is the father of Ronald J. Bauer.


<PAGE>

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.     Description
-----------   ---------------
3.1(1)       Amended and Restated Articles of Incorporation
3.2(1)       Amended Bylaws
10.1*        Employment Agreement with Ronald J. Bauer
10.2*        Employment Agreement with Kevin Wallace
10.3*        Share and Asset Purchase Agreement with Windjammer Bahamas (1992)
             Limited
10.4*        Schedule 2.8 to Share and Asset Purchase Agreement
10.5*        Loan Agreement with Ocean Strategic Holdings Ltd., and Turbo
             International Ltd.
21.1*        Subsidiaries of the registrant

* Filed herein

(1) Previously filed with Form 8-K filed on December 13, 2001.

A. Financial Statements

        INDEPENDENT AUDITORS' REPORT                                         F-1

        BALANCE SHEET AS OF DECEMBER 31, 2001                                F-2

        STATEMENTS OF OPERATIONS FOR THE PERIOD FROM MARCH 23, 2001
        (INCEPTION) THROUGH DECEMBER 31, 2001                                F-3

        STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
         FOR THE PERIOD FROM MARCH 23, 2001
        (INCEPTION) THROUGH DECEMBER 31, 2001                                F-4

        STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
        FOR THE PERIOD FROM MARCH 23, 2001
        (INCEPTION) THROUGH DECEMBER 31, 2001                                F-5

        NOTES TO FINANCIAL STATEMENTS                                        F-6

B. Reports on Form 8-K

We filed a current report on Form 8-K on December 13, 2001, relating to a change
in control of the Company,  the  acquisition of The Bauer  Partnership,  Inc., a
Delaware corporation, and a change in the Company's business, name, stock symbol
and officers and directors.


<PAGE>
                                   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.




                                                THE BAUER PARTNERSHIP, INC.

                                                By: /s/ Ronald J. Bauer
                                                   ------------------------
                                                Ronald J. Bauer
                                                Chief Executive Officer

Dated: April 10, 2002

         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
or the duties indicated.

Signature                     Title                                    Date
----------                   -------                                 --------

/s/ F. Bryson Farrill         Chairman
---------------------
F. Bryson Farrill                                                April 10, 2002

/s/ Ronald J. Bauer           Chief Executive Officer
-------------------
Ronald J. Bauer               and Director                       April 10, 2002

/s/ Kevin J. Wallace          President
--------------------
Kevin J. Wallace                                                 April 10, 2002

/s/ Dr. Jacques Fischer       Chief Operating Officer
-----------------------
Dr. Jacques Fischer           and Director                       April 10, 2002

/s/ Carmine Adimando          Chief Financial Advisor
Carmine Adimando                                                 April 10, 2002

/s/ Joseph T. Bauer           Director
-------------------
Joseph T. Bauer                                                  April 10, 2002

/s/ Geoffrey Button           Director
Geoffrey Button                                                  April 10, 2002

/s/ Ed Tobin                  Director
-------------------
Ed Tobin                                                         April 10, 2002

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
The Bauer Partnership, Inc.
New York, New York

We  have  audited  the  accompanying  consolidate  balance  sheet  of The  Bauer
Partnership,  Inc.  as of  December  31,  2001,  and  the  related  consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
period  from  March 23,  2001  (inception)  through  December  31,  2001.  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 auditing standards  generally accepted
in the United States. 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
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,   the  financial  position  of  The  Bauer
Partnership, Inc. as of December 31, 2001, and the results of its operations and
its cash flows from March 23, 2001 through December 31, 2001, in conformity with
accounting principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has incurred losses from March
23, 2001  (inception)  through  December  31, 2001  totaling  $4,620,874  and at
December 31, 2001 had a capital deficit of $1,835,519.  The Company will require
additional  working capital to develop its business until the Company either (1)
achieves a level of revenues  adequate to  generate  sufficient  cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital  requirements.  These  conditions  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.  Management's  plans in regard
to this  matter  are also  described  in Note 2. The  accompanying  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com


April 4, 2002


<PAGE>


                           THE BAUER PARTNERSHIP, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001

                                     ASSETS
<TABLE>
<S>                                                                             <C>

Current assets
  Cash                                                                              $ 3,882
  Accounts receivable                                                                 5,845
  Investments                                                                        33,806
  Foreign tax refund claims                                                         168,823
                                                                               -------------
    Total current assets                                                            212,356

Property and equipment, net                                                          21,345

                                                                               -------------
                                                                                  $ 233,701
                                                                               =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Bank overdraft                                                                   $ 45,900
  Accounts payable                                                                  919,371
  Accrued interest                                                                   46,967
  Shareholders advances                                                              27,135
  Note payable                                                                      302,002
  Notes payable - related parties                                                   706,500
                                                                               -------------
    Total current liabilities                                                     2,047,875
                                                                               -------------

STOCKHOLDERS' EQUITY (DEFICIT):
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, 40,159,727 shares issued and outstanding                               40,160
Additional paid in capital                                                        2,766,540
Accumulated deficit (deficit)                                                    (4,620,874)
                                                                               -------------
  Total Stockholders' Equity (Deficit)                                           (1,814,174)
                                                                               -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                              $ 233,701
                                                                               =============

</TABLE>

<PAGE>


                           THE BAUER PARTNERSHIP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       For the Period March 23, 2001 (Inception) Through December 31, 2001


                                                                   2001
                                                              -----------------

Revenues                                                         $ 148,164

Cost and Expenses:
  Salaries and benefits                                            764,258
  Rent                                                             227,316
  Other general and administrative                               3,719,824
  Depreciation and amortization                                     10,673
                                                              -------------
                                                                 4,722,071
                                                              -------------

Loss from operations                                             (4,573,907)

Interest expense                                                    46,967

                                                              -------------
Net loss                                                        $(4,620,874)
                                                              =============

Net loss per share:
                                                              -------------
  Net loss basic and diluted                                        $ (0.15)
                                                              =============

Weighted average shares outstanding:
  Basic and diluted                                             31,560,347
                                                              =============

          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.
<PAGE>



                           THE BAUER PARTNERSHIP, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
    For the Period from March 23, 2001 (Inception) Through December 31, 2001
<TABLE>


                                                                       Additional paid
                                              Common stock                in capital        Accumulated
                                                                                              deficit            Total
                                     -------------------------------   -----------------  ----------------  -----------------
                                          Shares          Amount
                                     -----------------  ------------   -----------------  ----------------  -----------------
<S>                                  <C>                 <C>              <C>               <C>             <C>

Issuance of common to founders
                                          28,600,000  $     28,600   $               -  $               - $         28,600

Issuance of common stock for legal
and consulting services
                                             900,000           900               8,100                  -             9,000

Issuance of common stock for cash
                                           1,595,521         1,596             667,504                  -           669,100

Issuance of common stock for
Finder's Keepers, Inc. and
recapitalization
                                           4,064,206         4,064               (4,064)                -                  -

Issuance of common stock for
consulting services
                                           5,000,000         5,000           2,095,000                 -          2,100,000

Net loss                                           -             -                   -         (4,620,874)        (4,620,874)
                                     -----------------  ------------   -----------------  ----------------  -----------------
                                                                                          ----------------

Balance,
  December 31, 2001                       40,159,727  $     40,160   $       2,766,540  $      (4,620,874)$       (1,814,174)
                                     =================  ============   =================  ================  =================

</TABLE>


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.



<PAGE>

                           THE BAUER PARTNERSHIP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Period from March 23, 2001 (Inception) Through December 31, 2001


                                                              2001
                                                          ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                      $(4,620,874)
Adjustments to reconcile net deficit to cash used by
operating activities:
Depreciation and amortization                                      10,673
Common stock for services                                       2,137,600
Net change in:
  Accounts receivable                                              (5,845)
  Investments                                                     (33,806)
  Foreign tax refund claims                                      (168,823)
  Bank overdraft                                                   45,900
  Accounts payable and accrued expenses                           966,338
                                                          ----------------

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES          (1,668,837)
                                                          ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
                                                          ----------------
Capital expenditures                                              (32,018)
                                                          ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock                                              669,100
Shareholder advances                                               27,135
Proceeds from notes payable                                     1,008,502
                                                          ----------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                     1,704,737
                                                          ----------------

NET INCREASE (DECREASE) IN CASH                                     3,882
Cash, beg. of period                                                    -
                                                          ----------------
Cash, end of period                                               $ 3,882
                                                          ================

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                                 $   -
  Income taxes paid                                             $   -


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.



<PAGE>

                           THE BAUER PARTNERSHIP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

The Bauer  Partnership,  Inc. ("Bauer") was incorporated in March 2001 under the
laws of the state of Delaware.  In October 2001,  Bauer entered into an Exchange
Agreement that was accounted for as a reverse merger with Finder's Keepers, Inc.
("Finder's), a Nevada corporation. For accounting purposes this has been treated
as an acquisition of Finder's and as a recapitalization  of Bauer. In connection
with the transaction Finder's changed its name to Bauer.

From March 2001 through December 2001, Bauer was engaged in providing investment
banking services to United States publicly traded companies seeking financing in
the  range  of $5  million  to $20  million  who were  unable  to  secure  large
underwriters  or who  wished to  attract  a global  span of  investors  to their
corporations.   In  December  2001,  Bauer  changed  its  business  strategy  to
specialize in acquiring  cash flow positive  commercial  real estate assets on a
global  basis.  Bauer's  strategy  is to utilize  its  listed  equity to acquire
existing hotel and commercial real estate assets to add significant increases in
revenue and net asset value to its financial position.

Principles Of Consolidation

The  consolidated  financial  statements  include the  accounts of Bauer and its
wholly  owned  subsidiaries.   All  significant  intercompany  transactions  and
balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.

Cash Equivalents

Cash  equivalents  include highly  liquid,  temporary  cash  investments  having
original  maturity dates of three months or less. For reporting  purposes,  such
cash  equivalents  are stated at cost plus accrued  interest which  approximates
fair value.

Investments

Bauer holds minority equity  investments in companies.  Bauer accounts for these
minority   investments  under  the  cost  method.   Certain   investments  carry
restrictions  on immediate  disposition.  Investments  in public  companies with
restrictions of less than one year are classified as available-for-sale  and are
adjusted to their fair market  value with  unrealized  gains and losses,  net of
tax, recorded as a component of accumulated  other  comprehensive  income.  Upon
disposition of these investments,  the specific identification method is used to
determine  the cost  basis in  computing  realized  gains or  losses,  which are
reported in other  income and  expense.  Declines in value that are judged to be
other than temporary are reported in other income and expense.


<PAGE>

Revenue Recognition

Revenues are  recorded as services are  performed.  Investment  banking  revenue
includes  gains,  losses,  and fees,  net of  syndicate  expenses,  arising from
offerings  in which Bauer acts as an agent.  Revenues  from  investment  banking
services  include warrants that are received upon the execution of an agreement.
Bauer receives additional compensation in cash and warrants upon the sale of the
company stock.

Foreign Currency

Bauer's foreign subsidiaries have the U.S. dollar designated as their functional
currency.  Financial  statements of these foreign subsidiaries are remeasured to
U.S.  dollars for  consolidation  purposes  using  current rates of exchange for
monetary assets and liabilities and historical rates of exchange for nonmonetary
assets and related  elements of expense.  Revenue and other expense elements are
remeasured  at rates  that  approximate  the rates in effect on the  transaction
dates. Remeasurement gains and losses are included in other income and expense.

Long-lived Assets

Property and equipment are stated at cost less accumulated  depreciation.  Major
renewals and improvements are capitalized;  minor replacements,  maintenance and
repairs are charged to current operations.  Depreciation is computed by applying
the  straight-line  method over the estimated useful lives of each asset.  Bauer
performs  reviews for the  impairment of long-lived  assets  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.

Income Taxes

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
bases of assets and liabilities.  Bauer records a valuation  allowance to reduce
the  deferred  tax  assets  to the  amount  that is more  likely  than not to be
realized.

Earnings Per Common Share

Basic and  diluted  net loss per share  excludes  dilution  and is  computed  by
dividing net loss by the weighted  average  number of common shares  outstanding
for the period presented

Recent Accounting Pronouncements

Bauer does not expect the adoption of recently issued accounting  pronouncements
to have a significant  impact on the Bauer's  results of  operations,  financial
position or cash flows.

Note 2 - REVERSE MERGER

On October 5, 2001, Bauer entered into an Exchange Agreement with Finder's.
In December 2001, the Exchange Agreement became effective (the Exchange).  Under
the Exchange,  Bauer became a wholly owned subsidiary of Finder's, with Finder's
changing its name to Bauer.  Pursuant to the  Exchange,  all of the  outstanding
common shares of Finder's were  exchanged  for  4,064,206  shares of Bauer.  The
transaction  was regarded as a reverse merger whereby Bauer was considered to be
the accounting  acquirer as it retained  control of Finder's after the Exchange.
Certain  shareholders  of Finder's  agreed to cancel 10,000 shares of redeemable
preferred  stock in connection  with the  Exchange.  Bauer also paid $300,000 in
connection  with this  transaction.  The fee is  included  in other  general and
administrative expense.
<PAGE>

Since Finder's balance sheet is insignificant,  a pro-forma consolidated balance
sheet is not presented here.

NOTE 3 - FOREIGN TAX REFUND CLAIMS

Bauer has  recorded a claim for amounts  paid for value added taxes on goods and
services due to its current losses.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

                                                                 2000
                                                              ------------
    Office equipment                                             $ 32,018
    Less: Accumulated depreciation                                 10,673
                                                              ------------
                                                                 $ 21,345
                                                              ============

Depreciation expense totaled $10,673 for the period ended December 31, 2001.

NOTE 5 - INCOME TAXES

For the period from inception  through  December 31, 2001,  Bauer has incurred a
net loss  and,  therefore,  has no tax  liability.  The net  deferred  tax asset
generated by the loss carry-forward has been fully reserved.  The cumulative net
operating loss  carry-forward is approximately  $3,500,000 at December 31, 2001,
and will expire in the year 2021.

Deferred income taxes consist of the following at December 31,:

                                                                        2001
                                                                ----------------
    Long-term:
      Deferred tax assets                                           $ 1,190,000
      Valuation allowance                                            (1,190,000)
                                                                ----------------
                                                                    $        -
                                                                ================

NOTE 6 - SHAREHOLDER ADVANCES

Bauer has received advances from its majority shareholder totaling $27,135 as of
December 31, 2001. The advances are payable upon demand.

NOTE 7 - NOTE PAYABLE

Bauer has a note payable with a financial institution for $300,000.  The note is
secured by private assets of officers and directors.  Principal and interest are
due upon demand and bear interest at 3.875%.
<PAGE>

NOTE 8 - NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties consists of the following at December 31:
<TABLE>
                                                                                           2001
                                                                                       -----------
<S>                                                                                      <C>
Promissory note to an officer and majority shareholder, unsecured, principal and
interest due upon demand, bearing interest at 8%
                                                                                            $ 180,000

Promissory note to an entity of an officer and majority shareholder,  unsecured,
principal and interest due upon demand, bearing interest at 8%
                                                                                              140,000

Promissory note to a Director and shareholder, unsecured, principal and interest
due upon demand, bearing interest at 12%
                                                                                              150,000

Promissory note to a Director and shareholder, unsecured, principal and interest
due upon demand, bearing interest at 10%
                                                                                              100,000

Promissory note to a Director and shareholder, unsecured, principal and interest
due upon demand, bearing interest at 10%
                                                                                               55,500

Promissory note to a Director and shareholder, unsecured, principal and interest
due upon demand, bearing interest at 10%
                                                                                               37,000

Promissory  note to an officer  and  shareholder,  secured by 300,000  shares of
Bauer common stock,  principal due February 4, 2002,  including a fixed interest
payment of $4,000
                                                                                               44,000
                                                                                           -----------
                                                                                            $ 706,500
                                                                                           ===========
</TABLE>

NOTE 9 - SHAREHOLDERS EQUITY

Common Stock:

Bauer is authorized to issue  200,000,000  common shares of stock at a par value
of $0.001 per share and 25,000,000 shares of $.001 par value preferred stock.

In March 2001,  Bauer issued  28,600,000  shares of common stock to its founders
for services valued at $28,600 or the fair value of the services provided.

In April 2000,  Bauer issued 900,000  shares for legal and  consulting  services
valued at $9,000 or the fair value of the services provided.

Between July and November 2001,  Bauer issued  1,098,800  shares of common stock
for cash of $669,100.

In  connection  with the reverse  merger (see Note 2),  Bauer  issued  4,064,206
shares of common stock.

In December 2001, Bauer issued  5,000,000 shares for consulting  services valued
at $2,100,000 or the fair value of the services provided.
<PAGE>

NOTE 10 - COMMITMENTS

Bauer leases office facilities under non-cancelable  operating leases with terms
up to two years.  Rent expense was  $227,316  for the period ended  December 31,
2001.

Bauer's minimum rental  commitments  under  non-cancelable  operating  leases at
December 31, 2001 were approximately $57,200 in 2002, and $1,200 in 2003.

Effective April 2, 2001, Bauer entered into an employment  agreement with Ronald
J. Bauer,  its Chief  Executive  Officer,  for two years at an annual  salary of
$174,000  per year.  In  addition,  Mr.  Bauer  receives  $4,900 per month for a
residence in London as well as $4,900 per month for a car  allowance,  insurance
and gas. The  agreement  contains a severance  clause for early  termination  in
which case Mr. Bauer will receive all remaining amounts due under the employment
agreement.  Minimum amounts due under this  employment  agreement as $291,600 in
2002 and $72,900 in 2003.

NOTE 11 - SUBSEQUENT EVENT

In January 2002, Bauer and one of its wholly-owned  subsidiaries  entered into a
Share and Asset Purchase Agreement to acquire the Windjammer Resort & Spa in St.
Lucia,  British  West  Indies.  The  acquisition  price  is  $30,000,000  and is
comprised of $18 million in cash and  $12,000,000  in the form of a  convertible
debenture  bearing  interest at 8% per year which is  convertible  into  Bauer's
common stock at $1.80 per share based on specified criteria in the agreement. In
connection  with this  agreement,  Bauer  has made  non-refundable  payments  of
$200,000  towards  the  purchase  price and owes  $17.8  million by May 1, 2002,
unless Bauer is granted an extension.  Bauer is working to obtain bank financing
to close this transaction and is also trying to get an extension in the event it
is unable to obtain  financing  by May 1, 2002.  In the event Bauer  closes this
transaction  by  obtaining  the  required  financing,  Bauer will  receive a 39%
interest in net profits commencing January 31, 2002 through the closing date.

In March 2002, Bauer entered into a loan agreement with Ocean Strategic Holdings
Ltd.  and Turbo  International  Ltd.  whereby  Bauer  receives  a 90 day loan of
$500,000 based on the following: (1) $150,000 upon execution and delivery of the
loan agreement,  less $10,000 to be paid to the lenders' attorneys;  (2) $50,000
upon the lenders'  and/or Bauer's  receipt of all of the  transaction  documents
duly executed and delivered  pursuant to the loan  agreement,  less $5,000 to be
paid to the lenders'  attorneys;  (3) $100,000 upon Bauer's filing of its annual
report on Form 10-K for the year ended  December  31, 2001 and  amendment to its
current  report  on Form  8-K  dated  December  5,  2001  containing  all of the
financial  statements to be filed in connection there with, less any expenses to
be paid to lenders'  attorneys;  and (4) $200,000 upon the lenders  receipt of a
copy of a written  loan  commitment  to the  Company  from a  reputable  lending
institution  approved by the lenders,  which approval shall not be  unreasonably
withheld,  for no less than  $18,000,000,  less  $5,000  to be paid to  lenders'
attorneys.  Bauer has received  $185,000 in  connection  with the loan as of the
date of this report,  of which a non-refundable  payment of $100,000 was made in
connection with the Share and Asset Purchase Agreement  involving the Windjammer
Resort & Spa. In connection with the loan agreement,  the lenders received a 10%
interest  in the  outstanding  stock  of The  Bauer  Windjammer  Resort  and Spa
(Bahamas) Ltd., a wholly-owned  subsidiary of Bauer Capital Management,  Limited
which is a wholly-owned  subsidiary of Bauer. In addition,  the lenders received
an aggregate of three-year  redeemable  warrants to purchase  3,000,000  shares,
subject to adjustment as provided in the agreement, at an exercise price of $.20
per share.  Ronald J. Bauer, chief executive officer,  pledged 17,312,500 shares
of Bauer  common  stock held in the name of  Fleming  Financial  Holdings,  Ltd.
pursuant to a pledge and security agreement. In the event the loan is not repaid
in its entirety  within 120 days from the date the loan  agreement was executed,
the loans shall  automatically  convert into  50,000,000  shares of Bauer common
stock  resulting in a change of control of Bauer.  The lenders have the right to
loan up to $500,000 in four separate  transactions under  substantially the same
terms and  conditions  as the loan  agreement.  In addition,  the lenders have a
first right of refusal to provide future financing to Bauer.