Currently, the approximate aggregate market value of the Common Stock held by non-affiliates of the registrant cannot be calculated. The Company-s Common Stock is not listed on the OTC-BBâ or any national securities exchange as of April 11, 2000.

FreePCSQuote.Com ("FPCQ" or the "Company"), a Nevada corporation, incorporated on February 18, 1999, is a development stage company with a principal business objective to supply Internet data to users of alphanumeric pagers and PCS telephones.

The Company-s common stock has been registered in a Form 10-SB filing with the SEC. The Form 10-SB is pending receipt of a notice of effectiveness for the Company-s common stock to be registered under the Securities Act of 1933. The Company's common stock is not traded on the Over-the-Counter Bulletin Board (OTC-BBâ ) or any other national securities exchange as of April 11, 2000. The following table sets forth certain information as of the end of 1999, with respect to the beneficial ownership of the Company's Common Stock by all persons known by the Company to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to the Company's knowledge, either sole or majority voting and investment power.

1. The address of each executive officer and director is c/o 4395 Polaris Avenue, Las Vegas, Nevada 89103.
2. Bert K. Blevins III is the sole officer, director, and controlling shareholder of Janeva Corporation, and as such, is the only natural person who shares beneficial ownership of the shares of the issuer attributed to Janeva Corporation.
3. The officers of Campbell Mello Associates, Inc. include Anthony M. Mello III (President, Chief Executive Officer, Secretary, and Treasurer), Glen E. Greenfelder, Jr. (Executive Vice President), and Antony Michel Santos (Vice President, Regulatory Compliance). The directors of Campbell Mello Associates, Inc. are Anthony M. Mello III, Glen E. Greenfelder, Jr., Michael Kelly, and Donald K. Miner. The shareholders of Campbell Mello Associates, Inc. include Anthony M. Mello III, Glen E. Greenfelder, Jr., Michael Kelly, and Donald K. Miner. Anthony M. Mello III, Glen E. Greenfelder, Jr., Michael Kelly, and Donald K. Miner B. Persons Sharing Ownership of Control of Shares No person other than Eric Borgeson, Janeva Corporation and Campbell Mello Associates owns or shares the power to vote ten percent (10%) or more of the Company's securities.

Item 6. Management's Discussion and Analysis or Plan of Operation.

FORWARD LOOKING STATEMENTS

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

- the Company's status as a start-up company with less than two years of operating history;

- the Company's expectation of significant losses during the first two years of operations;

- the competitive disadvantage resulting from the Company's status as a highly-regulated, start-up company;

- the Company's dependence on key management personnel;

- the Company-s ability to implement developments in technology to be competitive.

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

Overview

The Company was organized February 18, 1999, under the laws of the State of Nevada, as FreePCSQuote.Com. The Company has yet to generate any revenues and in accordance with Statement of Finanical Accounting Standards No. 7 (SFAS #7), the Company is considered a developmental stage company. The Company-s objective is to to supply Internet data to users of alphanumeric pagers and PCS telephones. At the time of this filing, the Company has completed the development of its website. The Company, however, does not have any customers, nor its own products at the design, development, or marketing stage. The Company has filed a Form 10-SB voluntarily with the intention of establishing the fully reporting status with the SEC. The fully reporting status with the SEC is a necessary step in accomplishing the Company's goal of having its stock listed on the OTCBB in the future. Consequently, the Company will voluntarily continue to file all necessary reports and forms as required by existing legislation and the SEC rules.

Management-s Plan of Operation

Management of the Company believes that the need for additional capital going forward will be derived somewhat from internal revenues and earnings generated from the sale of its products and services. If the Company is unable to generate revenues from its products and services, however, management believes the Company will need to raise additional funds to meet its cash requirements. It is the intent of the Company to seek to raise additional capital via a private placement offering, once the Company is trading on the OTC-BB. In the meantime, management of the Company plans to advance funds to the Company on an as-needed basis although there is no definitive or legally binding arrangement to do so. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. There can be no assurance that any such financing can be obtained or, if obtained that it will be on reasonable terms. This is a development stage company. The Company believes that its initial revenues will be primarily dependent upon the Company-s ability to cost effectively and efficiently provide enhanced personal telecommunications services to businesses and individuals. The Company's strategy over the next approximately twelve (12) to twenty-four (24) months will be to enhance and expand content offerings, expand its subscriber base, promote and enhance brand awareness and capture and develop emerging revenue opportunities.

Realization of sales of the Company-s products and services during the fiscal year ending December 31, 2000, is vital to its plan of operations. There are no guarantees that the Company will be able to compete successfully or that the competitive pressures the Company may face will not have a material adverse effect on the Company-s business, results of operations and financial condition.

The company intends to establish the fully reporting status with the SEC. The fully reporting status with the SEC is a necessary step in accomplishing the Company's goal of having its stock listed on the OTCBB in the future. Consequently, the Company will continue voluntarily to file all necessary reports and forms as required by existing legislation and the SEC rules.

Management does not anticipate any significant changes in the number of employees over the next approximately twelve (12) months.

Results of Operations

Period from February 18, 1999 to December 31, 1999.

Revenues. FreePCS is a developmental stage enterprise as defined in SFAS #7. The Company has not generated any revenues to date. The Company has devoted substantially all of its present efforts to completing its 12(g) reporting requirements with the Securities Act of 1934 and its commencement of trading on the NASD Over-the-Counter Bulletin Board ("OTC-BB").

Expenses. The Company incurred significant expenses for the operating period February 18, 1999 to December 31, 1999, totaling $7,569. Expenditures were primarily due to costs incurred for professional fees, services and general and administrative expenses.

Net Loss. Due to the significant operating expenses, FreePCS experienced a net loss of $7,569. The Company anticipated incurring a loss during this initial commencement of operations until such time that it will realize revenues from providing interactive content to consumers.

Liquidity and Capital Resources

The Company has generated no revenues during this period and it is unknown when it will generate significant revenues. It is anticipated that the Company will realize revenues from supplying Internet data to users of alphanumeric pagers and PCS telephones during the next twelve (12) months, of which the Company cannot guarantee. The receipt of funds from Private Placement Offerings or loans obtained through private and public sources by FreePCS may be anticipated to offset its near term cash equivalents for the next twelve (12) months. The Company has financed its cash flow requirements through issuance of common stock. During its normal course of business, the Company may experience net negative cash flows from operations, pending receipt of revenues. Further, the Company may be required to obtain additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment its working capital.

Year 2000 Issue

The "Year 2000" issue arises because many computerized systems use tow digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 issue may be experienced before, on or after January 1, 2000, and if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect an entity-s ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties will be fully resolved. If the Company is required to implement a contingency plan to remedy the predicament posed by the Year 2000 issue, such a plan or plans could have a material adverse effect on Finders Keepers business.

Item 7. Financial Statements.

FreePCSQuote.Com

(A DEVELOPMENTAL STAGE COMPANY)

FINANCIAL STATEMENTS

December 31, 1999

 

TABLE OF CONTENTS

	PAGE
INDEPENDENT AUDITORS' REPORT	1
BALANCE SHEET	2
STATEMENT OF OPERATIONS	3
STATEMENT OF STOCKHOLDERS' EQUITY	4
STATEMENT OF CASH FLOWS	5
NOTES TO FINANCIAL STATEMENTS	6-7

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BARRY L. FRIEDMAN, P.C. Certified Public Accountant 1582 TULITA DRIVE	OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123	FAX NO.(702) 896-0278

INDEPENDENT AUDITORS' REPORT

April 7, 2000

Board of Directors
FreePCSQuote.com
Las Vegas, Nevada

I have audited the Balance Sheet of FreePCSQuote.Com, (A Developmental Stage Company), as of December 31, 1999, and the related Statements of Operations, Stockholders' Equity and Cash Flows for the period February 18, 1999, (inception) to December 31, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FreePCSQuote.Com, (A Developmental Stage Company), as of December 31, 1999, and the results of its operations and cash flows for the period February 18, 1999, (inception) to December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Barry L. Friedman

Barry L. Friedman

Certified Public Accountant

-1-

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FreePCSQuote.Com

(A Developmental Stage Company)

December 31, 1999

BALANCE SHEET

ASSETS
CURRENT ASSETS
Cash						$ 481
Total Current Assets						$ 481
OTHER ASSETS						$ 0
Total Other Assets						$ 0
TOTAL ASSETS						$ 481
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Officers Advances (Notes #6)					$ 0
TOTAL CURRENT LIABILITIES					$ 0
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, authorized 5,000,000 shares; issued and outstanding at December 31, 1999 - None
Common stock, $.001 par value, authorized 20,000,000 shares; issued and outstanding at December 31, 1999 - 1,970 300 shares					1970
Additional paid-in capital					6080
Deficit accumulated during the development stage					-7569
TOTAL STOCKHOLDERS' EQUITY					481
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					481

The accompanying notes are an integral part of these financial statements

-2-

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FreePCSQuote.Com

(A Developmental Stage Company)

February 18, 1999 ( Inception) to December 31, 1999

STATEMENT OF OPERATIONS

INCOME
Revenue					$ 0
EXPENSES
Accounting					$ 1,700
Amortization					295
Bank Charges					64
Consulting Fees					500
CUSIP Fees					130
Edgar Fees					743
Filing Fees					85
Legal Expense					200
Office Expense					961
Officers Compensation					2000
Telephone					84
Transfer Fee					807
TOTAL EXPENSES					7569
NET LOSS					-7569
Weighted average
number of common
shares outstanding					1944966
Net loss per share -
Basic and diluted					$ -.0039

The accompanying notes are an integral part of these financial statements

-3-

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FreePCSQuote.Com

(A Developmental Stage Company)

December 31, 1999

STATEMENT OF IN STOCKHOLDERS' EQUITY

			Common Stock		Additional Paid-in Capital	Deficit Accumulated During Development stage
			Shares	Amount
May 31, 1999 Issued for cash			1650000	$ 1650	$ 0	$ 0
April 5, 1999 public offering for cash			295000	+ 295	+ 5605
For corporate services			25000	+ 25	+ 475
Net Loss, February 18, 1999 (inception) to December 31, 1999						-7569
Balance, December 31, 1999			5,777,208	$ 5,777	$ 80,554	$ -68,700

The accompanying notes are an integral part of these financial statements

-4-

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FreePCSQuote.Com

(A Developmental Stage Company)

February 18, 1999 ( Inception) to December 31, 1999

STATEMENT OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss					$ - 7569
Amortization					+ 295
Issued stock for services					+ 500
Changes in assets and liabilities
Organization Costs					- 295
Cash Flows from Investing Activities					0
Cash Flows from Financing Activities
Sale of Common Stock					+ 7550
Net increase in cash					+ 481
Cash, Beginning of Period					0
Cash, End of period					481

The accompanying notes are an integral part of these financial statements

-5-

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FREEPCSQUOTE.COM

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized February 18, 1999, under the laws of the State of Nevada, as FreePCSQuote.Com. The Company has yet to generate any significant revenues and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), the Company is considered a developmental stage company.

On March 12, 1999, the Company issued 1,650,000 shares of its $0.001 par value common stock for cash of $ 1,650.00 to its one director.

On April 5, 1999, the Company completed a public offering that was registered with the State of Nevada pursuant to N.R.S. 90.490 and was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933 as amended. The Company sold 295,000 shares of common stock at a price of $0.02 per share for a total cash raised of $ 5,900.00. In addition, the Company issued 25,000 shares for corporate services valued at $0.02 per share for a total of $500.00.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting polices and procedures have not been determined except as follows:

4. The Company uses the accrual method of accounting.
5. Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-Up Activities which provides guidance on the financial reporting of start-up costs and organization costs. It requires most costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5, there has been little or no effect on the Company's financial statements.
6. Earnings per share is computed using the weighted average number of shares of common stock outstanding.
7. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.

December 31, 1999

The information required in this item is incoproated by reference to this document and the section entitled "EMPLOYEES".

In accordance with the requirements of 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.

1. The copy of this exhibit filed as the same exhibit to the Company's Registration Statement on Form 10-SB and amendments thereto, is incorporated herein by reference.
2. The copy of this exhibit filed with the SEC pursuant to the necessary Quarterly Reporting Requirements on Form 10-QSB.