UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB/A
                                Amendment No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, 2002

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

HARBOUR FRONT HOLDINGS, 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          196,533,894 Shares Outstanding as of April 11, 2003

Common Stock, par value $.001

As  of  April  14,  2003, 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  $1,640,000.

<PAGE>

                          HARBOUR FRONT HOLDINGS, INC.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 2001

Table of Contents

PART I
Item 1.  BUSINESS                                                           4

Item 2.  PROPERTIES                                                         7

Item 3.  LEGAL PROCEEDINGS                                                  8

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                8

PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS                                                         8

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           10

Item 7.  FINANCIAL STATEMENTS                                              14

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE                                        14

PART III

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                15

Item 10.  EXECUTIVE COMPENSATION                                           17

Item 11.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT                                           17

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   17

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

Item 14.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES                 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 Harbour Front Holdings, Inc. ("us" or "Harbour")
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

Harbour  Front Holdings, Inc. ("Harbour" 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.  The  Company  changed  its name to Harbour Front Holdings, Inc. in January
2003.

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.  Harbour  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.

<PAGE>

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  was  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 believed it would
fill  a unique position in the market place by offering the ability to structure
and  finance  sophisticated  transactions  in  various  geographies  worldwide.


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 was $30,000,000 and was
comprised  of  $18  million in cash and $12,000,000 in the form of a convertible
debenture  bearing  interest  at  8% per year which was convertible into Company
common  stock  at  $1.80 per share based on specified criteria in the agreement.
In  connection  with this agreement, the Company made non-refundable payments of
$200,000  towards  the  purchase  price  and  owed $17.8 million by May 1, 2002,
unless  the  Company was granted an extension.  The Company was unable to obtain
the  necessary  financing  and  lost  its  non-refundable  payment  of $200,000.

Sale  of  Subsidiary

In  January  2002,  the  Company  sold  its  wholly-owned  subsidiary, The Bauer
Partnership,  Limited  to a third party for a nominal amount.  The buyer assumed
all  leases  and  employment  agreements  of  the  subsidiary.

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

<PAGE>

In  March  2002,  the Company entered into a loan agreement with Ocean Strategic
Holdings Ltd. and Turbo International Ltd. whereby the Company received 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  was  unable  to receive a loan
commitment in the amount of $18,000,000 and received an aggregate of $240,000 in
connection  with  this  loan.

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  may be converted into 50,000,000 shares of Company common
stock  which may result 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.

We  have  made payments to Ocean Strategic Holdings Ltd. and Turbo International
Ltd.  of  approximately  $190,000 to date, but we owe an additional $60,000 plus
interest  and  penalties.  We  are  currently  late  with  respect to principal,
interest  and  penalty  payments.  If  we  do  not  repay  these  amounts  under
acceptable  terms  to  Ocean  Strategic  Holdings  and  Turbo International, the
operations  of  the  Company  will likely be discontinued and current management
will  likely  be  removed  from  office.

Various  Letters  of  Intent  and  Transactions

The  Company  entered  into  a  variety of letters of intent throughout the year
ended  December  31,  2002,  most  of  which  did not result in the execution of
definitive  agreements.

In  June 2002, the Company through a subsidiary, entered into a letter of intent
with Flint River Farms Limited to acquire 600 acres of land.  This agreement was
never  finalized.

The  Company, through one of its subsidiaries, negotiated to construct 31 luxury
villas  at  Tryall  Club  in  Montego  Bay, Jamaica.  This transaction was never
finalized.

In  November 2002, the Company entered into an agreement with Tropical Resources
SA  of Panama to develop and market a reforestation project.  The Company formed
a  wholly-owned  subsidiary Bauer Forestry Corp. to manage the new development
project and to market the forest land.  Bauer Forestry is entitled to  receive
20%  of all sales originated through its introduction.  The website address
of  www.panama-forest.com  is  fully  operational.  There  have  been
inquiries  but  no  sales  to  date.

In  December 2002, the Company acquired a 33.3% of F3 Fitness, LLC, the owner of
a  nutritional supplement.  After entering into this agreement, F3 Fitness had a
change in ownership of the remaining 66.7% membership interest.  The Company has
established  a  web  site, paid for the establishment of a call center, and paid
for  a  marketing campaign.  Pursuant to the agreement, the Company was going to
issue  1,000,000  shares  of  its  common  stock  and pay $200,000 for marketing
services  over a six month period.  Various things were supposed to happen which
have not occurred to date and the Company does not feel that it should issue the
shares.  The registrant continues to run the web site.  The call center has been
put  on  hold and F3 Fitness is relying exclusively on Internet sales.  Although
F3  Fitness  has begun generating revenues, it has become clear that the revenue
and  earnings  projections  that the Company previously expected to receive from
this  relationship  will  not  be  met.  On April 7, 2003, Jerome J.C Ferez, the
manager of F3 Fitness resigned.  The Company does not believe the resignation of
Mr.  Ferez  will  have  a  material  impact  on  the  operations  of F3 Fitness.

<PAGE>

In  December  2002, the Company acquired 33.3% of Caviar Universe LLC, a company
selling  gourmet products online.  The Company established a web-site and a call
center  and paid for a marketing campaign.  As Caviar Universe LLC is a start-up
company,  it  has only recently begun to generate revenues.  The call center has
been  put  on hold and Caviar Universe is relying exclusively on Internet sales.
It has become evident that the revenue and earnings projections that the Company
previously  expected  to  receive  from  this  relationship  will  not  be  met.

In  December  2002,  the  Company  announced that it had acquired $30,000,000 in
non-performing  debt.  As  of  this  date, EH&P Investments AG has only acquired
$6,000,000  in  non-performing debt and the Company has yielded no revenues from
such  non-performing debt.  The Company had agreed to issue 10,000,000 shares of
its  common  stock in  consideration for the $30,000,000 in non-performing debt.
The  Company  does  not  expect to issue any shares of common stock and does not
expect  to  generate  any  revenues from this relationship.  It has become clear
that  the  earning  projections  previously  believed  to  result  from  this
relationship  will  not  be  met.

The  Company entered into a letter of intent to acquire 100% of Wimbledon Unreal
Grass.  This  agreement  was never finalized as the Company chose not to proceed
with  the  transaction.  Therefore, the registrant will not receive any economic
benefit  from  Wimbledon  Unreal  Grass.

In  January  2003,  the Company and Urbani Holdings, Inc. agreed to enter into a
Joint  Venture  agreement  to  form  "da Rosario LLC" to market gourmet products
under  the brand name "da Rosario." The companies expect to establish a web site
to  sell  the gourmet products with the Company providing the following services
to  the  joint  venture:  (1)  marketing,  (2) financing the design, hosting and
maintenance  of  the  "da  Rosario" web site, (3) establishing of joint merchant
account  and  (4)  financing of a call center for the initial launch period. The
agreement  calls  for  a  40%  membership  interest  for  the  Company and a 60%
membership  interest  for  Urbani  Holdings,  Inc.  Urbani  Holdings  has  had
significant  revenues from its operations. It is expected that the web site will
be  operational  in  the  second  quarter of 2003. The Company previously stated
revenue  expectations  in a press release dated January 31, 2003, which revenues
may  be  overstated  as  this  will  be a newly formed joint venture relating to
Internet  sales.


ITEM  2.  PROPERTIES

We  have use of an office at 300 Park Avenue, Suite 1700, New York, New York for
$1,000.00  per  month  on  a  month  to  month  basis.

ITEM  3.  LEGAL  PROCEEDINGS

In  January 2003, Zaven Yaralian filed suit against the Company, Ronald J. Bauer
and  Jacques  Fischer in the State of South Carolina, County of Beaufort, in the
Circuit  Court,  Case  No.  03-CP-7-81. Zaven Yaralian entered into a consulting
agreement with the Company to serve as its President and executed a subscription
agreement  for  the purchase of 2,000,000 shares of common stock in installments
of  $50,000  for  400,000  shares  of  common  stock. Pursuant to the consulting
agreement,  Mr.  Yaralian  was  to receive $10,000 per month for the first three
months  of  the agreement and then receive $20,000 per month. The Company issued
Mr.  Yaralian 400,000 shares in consideration for $50,000, and paid Mr. Yaralian
$10,000 for the first month of services to be preformed pursuant to the terms of
the  consulting  agreement.  Mr. Yaralian's primary cause of action is breach of
contract  and he is seeking damages pursuant to the consulting agreement. Due to
Mr.  Yaralian's failure to provide services, the Company does not believe it has
any  obligations  and  it  is  vigorously  defending  this  claim.

<PAGE>

In  February 2003, a lawsuit for breach of contract for attorneys fees was filed
styled  as  Richard  O.  Weed  vs.  Harbour  Front  Holdings,  Inc.,  The  Bauer
Partnership,  Inc.,  The  Bauer  Partnership,  Ltd., Ronald J. Bauer, and DOES 1
through  25  in  the Superior Court of the State of California in Orange County,
Case No. 03CC03810. Mr. Weed is seeking damages of $41,239.06, plus interest and
attorneys  fees.  The  Company  does  not  believe it owes Mr. Weed for services
performed  in  the amount of $41,239.06. The Company has retained counsel and is
vigorously  defending  this  claim.

In February 2003, a lawsuit for damages based on fraud and securities violations
was  filed styled as Richard O. Weed vs. Harbour Front Holdings, Inc., The Bauer
Partnership,  Inc., The Bauer Partnership, Ltd., Ronald J. Bauer, David M. Loev,
F.  Bryson Farrill, Jacques Fischer, Joseph T. Bauer, Ed Tobin, Geoffrey Button,
Kevin  Wallace, Pacific Stock Transfer Company, Malone & Bailey, PLLC and DOES 1
through  25  in  the Superior Court of the State of California in Orange County,
Case  No.  0300003887.  Mr. Weed is the owner of 150,000 shares of the Company's
common  stock  and  he  alleges  that the market value of his shares has dropped
dramatically.  Mr.  Weed  alleges a violation of Section 16(b) of the Securities
Exchange  Act of 1934 seeking short-swing profits from Ronald J. Bauer. Mr. Weed
also  seeks damages for a hot check in the amount of $4,310. Mr. Weed is seeking
$1,123,500  for his first cause of action, return of short swing profits for his
second  cause  of  action,  and $4,310 on his third cause of action. Mr. Weed is
also  seeking  prejudgment  interest,  costs  and reasonable attorneys fees. The
Company has retained counsel and is vigorously defending these causes of action.
Mr.  Weed  received  the  150,000  shares of stock in consideration for services
performed  and  the  Company  believes  that  it  will  settle  this claim for a
substantially  reduced  amount.

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

No  matter was submitted during the fourth quarter of the fiscal year covered by
this  report  to a vote of security holders, through the solicitation of proxies
or  otherwise.

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  "HBRF", traded under the symbol
"BUER"  from  January  2002  to  January 2003 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, 2001 and 2002, respectively.
These  quotations  represent  prices  between  dealers,  may  not include retail
markups,  markdowns,  or  commissions,  and may not necessarily represent actual
transactions.

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

2002          First  Quarter               $7.50          $1.35
              Second  Quarter              $2.85          $.90
              Third  Quarter               $1.20          $.80
              Fourth  Quarter              $1.05          $.04

HOLDERS

As  of  April 11, 2003 there were 92 stockholders of record of our common stock.

<PAGE>

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.

We have authorized a total of 200,000,000 shares of our common stock, $0.001 par
value  per share.  As of April 11, 2003, we had a total of 196,533,894 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 12% 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.

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  March  2002,  we  issued  53,000,000 shares of common stock as collateral to
Ocean  Strategic  Holdings  and  Turbo  International  in connection with a loan
agreement.  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.

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.

<PAGE>

In  May 2002, the Company issued 500,000 shares of common stock to an individual
in  consideration  for  $80,000.  We  believe  the  transaction  was exempt from
registration  pursuant  to  Section 4(2) of the Securities Act, as the recipient
had  sufficient  knowledge and experience in financial and business matters, and
since  the  transaction  was  non-recurring  and  privately  negotiated.

In  May  2002,  we  issued  an  aggregate of 1,066,667 shares of common stock to
Fleming  Financial  Holdings,  of which Ronald J. Bauer is the beneficial owner,
and  to  Ronald J. Bauer in consideration for the conversion of $320,000 of debt
into equity. 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.

In July 2002, the Company issued 400,000 shares of common stock to an individual
in  consideration  for  $50,000.  We  believe  the  transaction  was exempt from
registration  pursuant  to  Section 4(2) of the Securities Act, as the recipient
had  sufficient  knowledge and experience in financial and business matters, and
since  the  transaction  was  non-recurring  and  privately  negotiated.

In  July  2002, the Company issued 25,000 shares of common stock to an entity in
consideration  for  consulting services rendered. We believe the transaction was
exempt  from registration pursuant to Section 4(2) of the Securities Act, as the
recipient  had  sufficient  knowledge  and  experience in financial and business
matters,  and  since the transaction was non-recurring and privately negotiated.

In  August  2002,  we  issued  68,000 shares of common stock to an individual in
connection with services rendered to the Company. We believe the transaction was
exempt  from registration pursuant to Section 4(2) of the Securities Act, as the
recipient  had  sufficient  knowledge  and  experience in financial and business
matters,  and  since the transaction was non-recurring and privately negotiated.

In  August  2002,  we issued an aggregate of 5,000,000 shares of common stock to
three  individuals in consideration for $250,000. 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.

In  December 2002, we issued an individual and an entity an aggregate of 700,000
shares  of  common  stock  in consideration for consulting services rendered. 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.

In  February  2003,  we  issued  an aggregate of 10,000,000 shares of our common
stock  to  three  entities  in  consideration  for  $200,000.  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 February 2003, the Company issued Ronald J. Bauer 3,300,000 shares of Company
common stock in consideration for the payment of accrued salary of $60,000.  We
believe the transaction was exempt from registration pursuant to Section 4(2) of
the  Securities Act, as the recipient had sufficient knowledge and experience in
financial  and business matters, and since the transaction was non-recurring and
privately  negotiated.

In  February  2003, the Company issued 27,500,000 shares of Company common stock
to  Dr. Jacques Fischer in consideration for forgiveness of a loan in the amount
of  $500,000.  We  believe the transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act, as the recipient had sufficient knowledge
and  experience in financial and business matters, and since the transaction was
non-recurring  and  privately  negotiated.

In February 2003, the Company issued 1,000,000 shares of Company common stock to
an entity in consideration for services rendered. We believe the transaction was
exempt  from registration pursuant to Section 4(2) of the Securities Act, as the
recipient  had  sufficient  knowledge  and  experience in financial and business
matters,  and  since the transaction was 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.

<PAGE>

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  year  ended December 31, 2002, the Company had $0 in 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.  The decrease in revenues is due to the Company's
lack  of  operations.

Costs  and  Expenses
For  the  year  ended  December  31, 2002, the Company's costs and expenses were
$2,878,515,  a  decrease  of  $1,843,556  from  the  period  from March 23, 2001
(inception)  through  December  31,  2001.  The  Company's salaries and benefits
decreased  from  $764,258 for the period from March 23, 2001 (inception) through
December  31,  2001  to  $169,500  for  the  year  ended December 31, 2002. Rent
decreased  from  $227,316 for the period from March 23, 2001 (inception) through
December 31, 2001 to $21,000 for the year ended December 31, 2002. Other general
and  administrative  expenses were $3,719,824 for the period from March 23, 2001
(inception)  through  December  31,  2001 as compared to $2,688,015 for the year
ended  December  31,  2002.  Other  general and administrative expenses includes
payment  of  professional  fees,  issuance  of stock to consultants, travel, and
entertainment  and  printing  costs.

Loss  from  Operations
The Company had a loss from operations of $2,878,515 for the year ended December
31,  2002,  as  compared  to a loss from operations of $4,620,874 for the period
from  March  23,  2001  (inception)  through  December  31,  2001.


Net  Loss  Per  Share
The  Company  had  a  net loss per share of $.06 for the year ended December 31,
2002,  as compared to a net loss of $.15 per share for the period from March 23,
2001  (inception)  through  December  31,  2001.

Liquidity  and  Capital  Resources
For  the  year  ended December 31, 2002 the Company produced $0 in revenues. 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.

During  2002,  the Company raised $380,000 from the issuance of 5,900,000 shares
of  stock.  During  2002, the Company issued 1,066,667 shares of common stock in
consideration  for  debt  conversion  of $522,500. The Company borrowed $685,500
during  the  year ended December 31, 2002. At December 31, 2002, the Company had
shareholder  advances  of  $407,552. 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  during  2001.  These loans bear interest ranging from 3.875% to 12%
and  all of these amounts remain outstanding. In 2001, 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, 2002, the Company did not have any assets as of December 31,
2002,  and  had a working capital deficit of 1,266,274. 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 will 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.  The  Company  is  also  identifying  merger  and/or  acquisition
candidates  and  as  of  April  16,  2003, the Company has not identified such a
candidate.  Ronald  J.  Bauer,  the  Company's  Chief Executive Officer has been
advancing  the  Company capital since December 2002, but he has no commitment to
do  so.


Risk  Factors.

Failure to Repay Loan May Result in Change of Control. If we are unable to repay
the  loan due to Ocean Strategic Holdings Ltd. and Turbo International Ltd., the
loans  are  automatically  converted  into 50,000,000 shares of our common stock
resulting  in  a  change  of  control.  We have made payments to Ocean Strategic
Holdings  Ltd.  and  Turbo International Ltd. of approximately $190,000 to date,
but  we  owe an additional $60,000 plus interest and penalties. We are currently
late  with  respect  to  principal,  interest and penalty payments. If we do not
repay these amounts under acceptable terms to Ocean Strategic Holdings and Turbo
International,  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>

Risk  That  We May Be Forced Into Bankruptcy. In the event the Company is unable
to  raise  additional capital or find a merger partner or acquisition candidate,
the  Company  may  be  forced  to  seek  bankruptcy  protection.

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. Mr.
Bauer's  employment agreement has expired and Mr. Bauer is no longer receiving a
salary  from  the  Company.  As such, Mr. Bauer is seeking to provide consulting
services  to  other  businesses  and  entities.

Risk  that  the  Securities  and Exchange Commission Takes the Position that the
Company  is Deficient in its Filings. The Company received a comment letter from
the  SEC  relating  to  the  Company's compliance with the applicable disclosure
requirements.  The Company responded to the SEC's comments and filed a report on
Form  8-K on March 10, 2003 updating and correcting previous disclosures. In the
event  the SEC is not satisfied that the Company is current in its filings, this
may  result  in  increased  expenses  to  the Company as well as other potential
liabilities.

Risk  that  We Are Unable to Issue Additional Shares. We are authorized to issue
200,000,000  shares  of  common  stock. As of April 11, 2003, we had 196,533,894
shares  of  common  stock  outstanding.  If  we  are  unable  to obtain majority
stockholder  vote,  we  will be unable to amend our articles of incorporation to
increase  the  number  of  authorized shares or affect a reverse stock split and
reauthorize  the  number of shares of common stock that can be issued. If we are
unable to increase our number of authorized shares, we will not be able to issue
common  stock  for  additional capital, merger or acquisition candidates, or for
consulting  services.  In  the event the Company is unable to obtain shareholder
approval,  this  will  likely  have  a  significant  impact  on  the  Company.


Our Auditors Have Expressed Substantial Doubt About Our Ability to Continue As a
Going  Concern.  Malone  &  Bailey, PLLC, in their independent auditors' report,
have  expressed  "substantial  doubt"  as  to our ability to continue as a going
concern  based  on  operating  losses  we  have  incurred  since  inception. Our
financial  statements  do not include any adjustments that might result from the
outcome  of  that uncertainty. The going concern qualification is also described
in  Note  2  of  the  notes  to  our  financial  statements.

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.

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.

<PAGE>

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 addressed
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.

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
----                  ---          --------------
Ronald  J.  Bauer     28           Chief  Executive  Officer  and  Director

RONALD  J.  BAUER,  CHIEF EXECUTIVE OFFICER, FOUNDER AND DIRECTOR - Mr. Bauer is
the  Chief  Executive  Officer and founder of the Company and is responsible for
the  management  of  the  Company.  Mr.  Bauer  has  over  6 years experience in
financial  services.  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.

In January 2003, Dr. Jacques Fischer, Joseph T. Bauer and F. Bryson Farrill
Resigned as Company directors.

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.  During the fiscal
year  ended  December  31,  2002,  the  Company  does  not believe 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, 2002 and December 31,
2001.

<TABLE>
<CAPTION>


Name and Principal                                             Other Annual
Position at 12/31/02     Year         Salary           Bonus   Allowance
-----------------------  ----  ---------------------  -------  ---------
<S>                      <C>   <C>                    <C>      <C>
Ronald J. Bauer          2002      $150,000                    $50,000
Chief Executive Officer  2001       139,715            None    $55,000
</TABLE>

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

None.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following table sets forth, as of April 11, 2003, 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 11, 2003 there were  196,533,894 shares issued and outstanding
of  record.

<TABLE>
<CAPTION>



Name and Address of                    Shares of                  Percentage as of
Beneficial Owners                      Common Stock               April 11, 2002
-------------------------------------  -------------              -----------------
<S>                                    <C>                                        <C>
Ronald J. Bauer (1)(2)                 24,179,167                          12.3%
Dr. Jacques Fischer(1)                 31,750,000                          16.2%
Ocean Strategic Holdings Ltd. (3)      63,281,250                          32.2%
All Executive Officers and Directors
As a group (1 person)                  24,179,167                          12.3%
<FN>

*     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)   Includes  20,279,167  shares  held  of  record by Fleming Financial Holdings Ltd., of which
Ronald  J.  Bauer  is  the  beneficial  owner.
(3)   Includes  15,581,250  shares  held  of  record  by  Fleming Financial Holdings, Ltd.  Turbo
International  Ltd. has a security interest on 1,731,250 shares held of record by Fleming Financial
Holdings,  Ltd.
</TABLE>

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 was converted into
600,000  shares  of  Company  common  stock  in  May  2002.

     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 bore interest at 8% and was converted into
466,667  shares  of  Company  common  stock  in  May  2002.

     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.

     In  May  2002,  we issued Fleming Financial Holdings and Ronald J. Bauer an
aggregate  of 1,066,667 shares of Company common stock in consideration for debt
forgiveness  of  $320,000.

     In  October  2002, we issued Fleming Financial Holdings, Ltd., a company of
which  Ronald  J.  Bauer  is  the  beneficial  owner,  1,000,000 shares of stock
pursuant  to  an  S-8  registration  statement  in  consideration for employment
services  of  $60,000.

     In  February  2003,  Fleming  Financial  Holdings, Ltd., a company of which
Ronald  J.  Bauer  is  the  beneficial  owner,  paid the Company $50,000 for the
issuance  of  2,500,000  shares  of  common  stock.

     In  February  2003,  the Company issued Ronald J. Bauer 3,300,000 shares of
Company  common  stock  in  consideration  for  the payment of accrued salary of
$60,000.

     In  February  2003,  the Company issued 27,500,000 shares of Company common
stock  to Dr. Jacques Fischer in consideration for forgiveness  of a loan in the
amount  of  $500,000.

<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
3.3(3)          Certificate  of  Amendment
10.1(2)         Employment  Agreement  with  Ronald  J.  Bauer
10.2(2)         Employment  Agreement  with  Kevin  Wallace
10.3(2)         Share  and  Asset  Purchase  Agreement  with Windjammer Bahamas
                (1992)  Limited
10.4(2)         Schedule  2.8  to  Share  and  Asset  Purchase  Agreement
10.5(2)         Loan  Agreement  with  Ocean Strategic Holdings Ltd., and Turbo
                International  Ltd.
21.1*           Subsidiaries  of  the  Registrant
99.1*           Certification of Principal Executive Officer Pursuant to U.S.C.
                Section 1350

*  Filed  herein
(1)  Previously  filed  with  Form  8-K  filed  on  December  13,  2001.
(2)  Previously  filed  with  Form  10-KSB  filed  on  April  10,  2002.
(3)  Previously  filed  with  Form  8-K  filed  on  January  27,  2003.

A.  Financial  Statements

INDEPENDENT  AUDITORS'  REPORT                                               F-1

BALANCE  SHEET  AS  OF  DECEMBER  31,  2002                                  F-2

STATEMENTS  OF  OPERATIONS  FOR  THE YEAR ENDED DECEMBER 31, 2002 AND
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, 2002                                     F-4

STATEMENTS  OF  CASH  FLOWS  FOR  THE  YEARS  ENDED
FOR  THE  PERIOD  FROM  MARCH  23,  2001
(INCEPTION)  THROUGH  DECEMBER  31,  2002                                    F-5

     NOTES  TO  FINANCIAL  STATEMENTS                                        F-6

B.  Reports  on  Form  8-K

No reports on Form  8-K were filed during the last quarter of the period covered
by  this  report.

On  January  27,  2003,  the  registrant  filed a report on Form 8-K stating
that it had changed  its  name from The Bauer Partnership,  Inc.  to Harbour
Front Holdings, Inc. and changed its stock symbol from  BUER  to  HBRF.

On March 10, 2003, the registrant filed a report on Form 8-K updating and
correcting pervious disclosures regarding profit and revenue forecasts; F3
Fitness, LLC; Caviar Universe LLC; non-performing debt; and Wimbledon Unreal
Grass.

ITEM 14.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     (a)  Evaluation  of disclosure controls and procedures. Our Chief Executive
Officer,  after  evaluating  the  effectiveness  of  the  Company's  "disclosure
controls  and  procedures"  (as  defined  in the Securities Exchange Act of 1934
Rules  13a-14 and 15-d-14(c) as of a date (the "Evaluation Date") within 90 days
before  the  filing  date of this quarterly report, has Concluded that as of the
Evaluation  Date,  our  disclosure  controls  and  procedures  were adequate and
designed to ensure that material information relating to us would be made known.

     (b)  Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.

<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.

                                     HARBOUR  FRONT  HOLDINGS,  INC.

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

Dated:  April  23,  2003

     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/ Ronald J. Bauer     Chief Executive Officer     April 23, 2003
-------------------     and Director
Ronald J. Bauer


CERTIFICATION

I, Ronald J. Bauer, Principal Executive Officer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Harbour Front
     Holdings, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   I have indicated in this annual report whether there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: April 23, 2003



/s/ Ronald J. Bauer
-------------------------------
Ronald J. Bauer,
Chief Executive Officer

<PAGE>

Financial Statements


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  Harbour Front Holdings, Inc. (formerly The Bauer Partnership, Inc.)
  New York, New York

We have audited the accompanying consolidated balance sheet of Harbour Front
Holdings, Inc. (formerly The Bauer Partnership, Inc.) as of December 31, 2002,
and the related consolidated statements of operations, stockholders' deficit,
and cash flows for the year ended December 31, 2002 and for the period from
March 23, 2001 (inception) through December 31, 2001.  These consolidated
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  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 audits provide 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 Harbour Front
Holdings, Inc. (formerly The Bauer Partnership, Inc.) as of December 31, 2002,
and the results of its operations and its cash flows for the year then ended and
from March 23, 2001 (Inception) through December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

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, 2002 totaling $7,432,765 and at
December 31, 2002 had a capital deficit of $1,266,274.  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 14, 2003

<PAGE>

<TABLE>
<CAPTION>


                          HARBOUR FRONT HOLDINGS, INC.
                      (FORMERLY THE BAUER PARTNERSHIP, INC.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002


                                     ASSETS
<S>                                                     <C>
Assets                                                  $         -
                                                        ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                      $    75,510
  Accrued interest                                           50,212
  Shareholders advances                                     407,552
  Convertible note payable                                   60,000
  Notes payable - related parties                           673,000
                                                        ------------
    Total current liabilities                             1,266,274
                                                        ------------

Commitments

STOCKHOLDERS' 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, 69,276,961 shares issued and outstanding       69,278
Additional paid in capital                                6,097,213
Accumulated deficit                                      (7,432,765)
                                                        ------------
  Total Stockholders' Deficit                            (1,266,274)
                                                        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $         -
                                                        ============
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                          HARBOUR FRONT HOLDINGS, INC.
                     (FORMERLY THE BAUER PARTNERSHIP, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                             Inception
                                                             Year ended       Through
                                                            December 31,    December 31,
                                                                2002           2001
                                                           --------------   ------------
<S>                                    <C>                               <C>
Revenues                                                         $   -   $   148,164

Cost and Expenses:
  Salaries and benefits                                        169,500       764,258
  Rent                                                          21,000       227,316
  Other general and administrative                           2,688,015     3,719,824
  Depreciation and amortization                                      -        10,673
                                                           --------------   ------------
                                                             2,878,515     4,722,071
                                                           --------------   ------------

Loss from operations                                        (2,878,515)   (4,573,907)

Other income (expense)
  Gain on sale of subsidiary                                   159,924             -
  Interest expense                                             (93,300)      (46,967)
                                                           --------------   ------------
                                                                66,624       (46,967)
                                                           --------------   ------------

Net loss                                                   $(2,811,891)  $(4,620,874)
                                                           ==============  =============

Net loss per share:
  Net loss basic and diluted                                    $(0.06)       $(0.15)
                                                           ==============  =============

Weighted average shares outstanding:
  Basic and diluted                                         45,937,075    31,560,347
                                                           ==============  =============
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                          HARBOUR FRONT HOLDINGS, INC.
                     (FORMERLY THE BAUER PARTNERSHIP, INC.)
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
    FOR THE PERIOD FROM MARCH 23, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002

                                                   Additional
                                  Common stock      paid in      Accumulated
                                Shares    Amount    capital        deficit       Total
                              ----------  -------  -----------  ------------  ------------
<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)

Issuance of common stock
  for legal and consulting
  services                    22,150,567   22,151   2,435,140             -     2,457,291

Issuance of common stock
  for cash                     5,900,000    5,900     374,100             -       380,000

Issuance of common stock
  for debt                     1,066,667    1,067     521,433             -       522,500

Net loss                               -        -           -    (2,811,891)   (2,811,891)
                              ----------  -------  -----------  ------------  ------------

Balance,
  December 31, 2002           69,276,961  $69,278  $6,097,213   $(7,432,765)  $(1,266,274)
                              ==========  =======  ===========  ============  ============
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                          HARBOUR FRONT HOLDINGS, INC.
                     (FORMERLY THE BAUER PARTNERSHIP, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                           2002          2001
                                                       ------------  ------------
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $(2,811,891)  $(4,620,874)
Adjustments to reconcile net deficit to cash used by
  operating activities:
    Depreciation and amortization                                -        10,673
    Common stock for services                            2,457,291     2,137,600
    Gain on sale of subsidiary                            (159,924)
Net change in:
  Accounts receivable                                        5,845        (5,845)
  Investments                                               33,806       (33,806)
  Foreign tax refund claims                                168,823      (168,823)
  Bank overdraft                                           (45,900)       45,900
  Accounts payable and accrued expenses                   (536,424)      966,338
                                                       ------------  ------------

CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                    (888,374)   (1,668,837)
                                                       ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                      (122,923)      (32,018)
                                                       ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                     380,000       669,100
  Shareholder advances                                     380,417        27,135
  Proceeds from notes payable                              246,998     1,008,502
                                                       ------------  ------------

CASH FLOWS PROVIDED BY FINANCING
  ACTIVITIES                                             1,007,415     1,704,737
                                                       ------------  ------------

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

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                        $         -   $         -
  Income taxes paid                                    $         -   $         -
</TABLE>

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

<PAGE>

                          HARBOUR FRONT HOLDINGS, INC.
                     (FORMERLY THE BAUER PARTNERSHIP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

Harbour Front Holdings, Inc. (formerly The Bauer Partnership, Inc.) ("Harbour")
was incorporated in March 2001 in Delaware.  In October 2001, Harbour 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 Harbour.

From March 2001 through December 2001, Harbour 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, Harbour changed its business strategy to
specialize in acquiring cash flow positive commercial real estate assets on a
global basis.  Harbour'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 Harbour 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 of America 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

Harbour holds minority equity investments in companies.  Harbour 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 Harbour acts as an agent.  Revenues from investment banking
services include warrants that are received upon the execution of an agreement.
Harbour receives additional compensation in cash and warrants upon the sale of
the company stock.

Foreign Currency

Harbour'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.  Harbour
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.  Harbour 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

<PAGE>

Recent Accounting Pronouncements

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


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

Harbour has incurred losses totaling $7,432,765 through December 31, 2002 had a
capital deficit of $1,266,274.  Because of these losses, Harbour will require
additional working capital to develop business operations.

Harbour intends to raise additional working capital either through private
placements, public offerings and/or bank financing.  Harbour is also identifying
merger and/or acquisition candidates.  As of April 14, 2003, no acquisition or
merger agreements have been closed.

There are no assurances that Harbour will be able to either (1) achieve a level
of revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support the Harbour's working capital
requirements.  To the extent that funds generated from any private placements,
public offerings and/or bank financing are insufficient, Harbour will have to
raise additional working capital.  No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to
Harbour.  If adequate working capital is not available Harbour may not continue
with its operations.

These conditions raise substantial doubt about Harbour's ability to continue as
a going concern.  The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.


NOTE 3 - REVERSE MERGER

On October 5, 2001, Harbour entered into an Exchange Agreement with Finder's.
In December 2001, the Exchange Agreement became effective (the Exchange).  Under
the Exchange, Harbour became a wholly owned subsidiary of Finder's, with
Finder's changing its name to Harbour.  Pursuant to the Exchange, all of the
outstanding common shares of Finder's were exchanged for 4,064,206 shares of
Harbour.  The transaction was regarded as a reverse merger whereby Harbour 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.  Harbour
also paid $300,000 in connection with this transaction.  The fee is included in
other general and administrative expense during 2001.

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

<PAGE>

NOTE 4 - SALE OF SUBSIDIARY

Effective January 2002, the Company sold its wholly owned subsidiary, The Bauer
Partnership, Limited, to an unrelated entity for a nominal amount.  The buyer
assumed all leases and employment agreements of the subsidiary.  The Company
recorded a gain of $159,924.


NOTE 5 - INCOME TAXES

Harbour has incurred net losses 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 $4,000,000 at
December 31, 2002, and will expire in the years from 2021 to 2022.

Deferred income taxes consist of the following at December 31:

                              2002                  2001
                              ----                  ----
Long-term:
  Deferred tax assets     $ 1,360,000          $ 1,190,000
  Valuation allowance      (1,360,000)           (1,190,000)
                          -----------           -----------
                          $       -            $         -
                          ===========           ===========


NOTE 6 - SHAREHOLDER ADVANCES

Harbour has received advances from a shareholder totaling $407,552 as of
December 31, 2002. In March 2003, the advances were converted into common stock
and into a note payable for $350,000 bearing interest at 8%. The note is
unsecured and is due             .
                    -------------

NOTE 7 - CONVERTIBLE NOTE PAYABLE

In March 2002, Harbour entered into a loan agreement with Ocean Strategic
Holdings Ltd. and Turbo International Ltd. whereby Harbour received a 90 day
loan for $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 Harbour'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
Harbour's filing of its annual report on Form 10-KSB for the year ended December
31, 2001 and amendment to its 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 Harbour 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.  Harbour was unable to receive a loan commitment in the
amount of $18,000,000 and received an aggregate of $240,000 in connection with
this loan.

<PAGE>

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 Harbour.  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, Harbour's chief executive officer, pledged
17,312,500 shares of Harbour 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 may be converted into 53,000,000 shares of
Harbour's common stock which might result in a change of control of Harbour.
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
Harbour in future financings.

Harbour has made payments to Ocean Strategic Holdings Ltd. and Turbo
International Ltd. of approximately $190,000 to date, but owe $60,000 plus
interest and penalties.  Harbour is currently delinquent with respect to
principal, interest and penalty payments.  If Harbour does not repay these
amounts under acceptable terms to Ocean Strategic Holdings and Turbo
International, the operations of Harbour will likely be discontinued and current
management will likely be removed from office.


NOTE 8 - NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties consists of the following at December 31:

                                                                2002
                                                               --------

Promissory note to an officer and shareholder, secured by
  300,000 shares of Harbour common stock, past due at
  December 31, 2002                                            $ 14,000

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%                                              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%                                                         37,000

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

Promissory note to an individual, unsecured, principal and
  interest due upon demand, bearing interest at 12%             116,500

Promissory note to an individual, unsecured, principal and
  interest due upon demand, bearing interest at 12%              50,000

Promissory note to an individual, unsecured, principal and
  interest due upon demand, bearing interest at 10%              50,000
                                                                -------
                                                               $673,000
                                                               ========

<PAGE>

NOTE 9 - SHAREHOLDERS DEFICIT

Common Stock:

Harbour 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, Harbour 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 2001, Harbour 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, Harbour issued 1,098,800 shares of common stock
for cash of $669,100.

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

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

During 2002, Harbour issued 5,900,000 shares of common stock for cash of
$380,000.

During 2002, Harbour issued 22,150,567 shares of common stock for services
valued at the fair value of the services performed of $2,457,291.

During 2002, Harbour issued 1,066,667 shares of common stock for debt of
$522,500.

<PAGE>

NOTE 10 - COMMITMENTS

Harbour leases its office facilities under a month to month operating lease for
$1,000 per month.  Rent expense was $21,000 for the year ended December 31, 2002
and $227,316 for the period from March 23, 2001 (Inception) through December 31,
2001.

Effective April 2, 2001, Harbour 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.

<PAGE>