<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]      Quarterly report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934

         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

[ ]      Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934

                        Commission file number 333-89561

                            E-XACT TRANSACTIONS, LTD
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         98-0212722
--------------------------------------------------------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)

     143 UNION BOULEVARD, SUITE 850                     LAKEWOOD, COLORADO 80228
--------------------------------------------------------------------------------
(Address of principal executive offices)                (City, state, zip code)

       Registrant's telephone number, including area code: (303) 716-7090

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes  X    No
                                      ---      ---

Transitional Small Business Disclosure format (check one):

                                  Yes       No  X
                                      ---      ---

The number of shares outstanding of the Registrant's $0.001 par value common
stock on August 18, 2000 was 8,472,000.

                               Page 1 of 15 Pages


<PAGE>   2


                            E-XACT TRANSACTIONS, LTD
                                   FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>               <C>                                                                          <C>
   PART I.        FINANCIAL INFORMATION

     Item 1.      Balance Sheets - June 30, 2000 and December 31, 1999                              3

                  Statements of Operations - Three and Six Months Ended
                    June 30, 2000 and 1999                                                          4

                  Statement of Stockholders' Equity - June 30, 2000                                 5

                  Statements of Cash Flows - Six Months Ended
                    June 30, 2000 and 1999                                                          6

                  Notes to Financial Statements                                                 7 - 8

     Item 2.      Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                   9 -13

  PART II.        OTHER INFORMATION

     Item 1.      Legal Proceedings                                                                14

     Item 2.      Changes in Securities                                                            14

     Item 3.      Defaults Upon Senior Securities                                                  14

     Item 4.      Submission of Matters to a Vote of Security Holders                              14

     Item 5.      Other Information                                                                14

     Item 6.      Exhibits and Reports on Form 8-K                                                 14

                  Signature                                                                        15
</TABLE>

                                       2
<PAGE>   3


                            E-XACT TRANSACTIONS, LTD

                                 BALANCE SHEETS
                           (Expressed in U.S. Dollars)


<TABLE>
<CAPTION>
                                                                 June 30,       December 31,
                                                                   2000            1999
                                                               -----------      ------------
                                                               (Unaudited)
<S>                                                            <C>              <C>
                                     ASSETS

Current assets:

Cash and cash equivalents (Note 2)                             $   681,017      $   304,668
Accounts receivable, net (Note 3)                                  127,504           81,837
Prepaid expenses and deposits                                       44,429            4,334
                                                               -----------      -----------
Total current assets                                               852,950          390,839

Non-current assets:
Deferred share issue costs                                              --          177,299
Capital assets (Note 4)                                            183,367           45,099
                                                               -----------      -----------
Total assets                                                   $ 1,036,317      $   613,237
                                                               ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Current liabilities:
     Accounts payable and accrued liabilities (Note 5)         $   364,515      $   370,758
     Income taxes payable                                           41,756          102,557
                                                               -----------      -----------
Total current liabilities                                          406,271          473,315
                                                               -----------      -----------

Stockholders' equity:
     Common stock (Note 6)                                           8,472            5,897
     Additional paid-in capital                                  2,842,951          940,863
     Accumulated deficit                                        (2,221,377)        (806,838)
                                                               -----------      -----------
Total stockholders' equity                                         630,046          139,922
                                                               -----------      -----------

Total liabilities and stockholders' equity                     $ 1,036,317      $   613,237
                                                               ===========      ===========
</TABLE>


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

                                       3
<PAGE>   4


                            E-XACT TRANSACTIONS, LTD

                            STATEMENTS OF OPERATIONS
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          Three Months Ended                 Six Months Ended
                                               June 30,                           June 30,
                                     ----------------------------      ----------------------------
                                         2000            1999             2000              1999
                                     -----------      -----------      -----------      -----------
<S>                                  <C>              <C>              <C>              <C>
Revenue                              $    50,022      $    27,201      $   103,021      $    43,055
Cost of sales                             29,764            5,212           42,707            7,793
                                     -----------      -----------      -----------      -----------

GROSS MARGIN                              20,258           21,989           60,314           35,262
                                     -----------      -----------      -----------      -----------

EXPENSES:
  General and administrative             314,881           89,159          565,801           91,207
  Operations                             106,074               --          147,943               --
  Sales and marketing                    313,763              950          433,579            1,782
  Research and development               317,286           19,881          475,678           37,778
                                     -----------      -----------      -----------      -----------
Total expenses                         1,052,004          109,990        1,623,001          130,767
                                     -----------      -----------      -----------      -----------

OPERATING LOSS                       $(1,031,746)     $   (88,001)     $(1,562,687)     $   (95,505)
                                     -----------      -----------      -----------      -----------

OTHER INCOME:
  Interest income                    $    13,725      $        --      $    16,421      $        --
  Foreign exchange gain                   93,764               --           73,003               --
                                     -----------      -----------      -----------      -----------
Total other income                       107,489               --           89,424               --
                                     -----------      -----------      -----------      -----------

NET LOSS BEFORE INCOME TAXES            (924,257)         (88,001)      (1,473,263)         (95,505)

INCOME BENEFIT (TAXES)                   (26,615)              --           58,724               --
                                     -----------      -----------      -----------      -----------

NET LOSS                             $  (950,872)     $   (88,001)     $(1,414,539)     $   (95,505)
                                     ===========      ===========      ===========      ===========

Basic and diluted loss per share     $     (0.11)     $     (0.02)     $     (0.19)     $     (0.02)
                                     ===========      ===========      ===========      ===========

Weighted average number of
  shares used to calculate loss
  per share                            8,457,440        4,200,000        7,350,038        4,200,000
</TABLE>



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

                                       4
<PAGE>   5


                            E-XACT TRANSACTIONS, LTD

                        Statement of Stockholders' Equity
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Additional
                                       Common Stock                        Paid in       Accumulated      Stockholers'
                                          Shares          Amount           Capital          Deficit          Equity
                                       ------------     -----------      -----------     -----------      ------------
<S>                                     <C>             <C>              <C>             <C>              <C>
Balance at December 31,1999              5,897,000      $     5,897      $   940,863     $  (806,838)     $   139,922

Issuance of stock pursuant to
  exercise of warrants,
  January 2000                             225,000              225           74,334                           74,559

Issuance of stock pursuant to IPO,
  net of cash offering costs
  of $446,393, stock issued to the
  Underwriter of $74,556, and
  warrants issued for financing
  services of $75,220                    2,325,000            2,325        1,802,779                        1,805,104

Exercise of stock options                   25,000               25           24,975                           25,000

Net loss for the six months
  ended June 30, 2000                                                                     (1,414,539)      (1,414,539)
                                         ---------      -----------      -----------     -----------      -----------
Balance at June 30, 2000                 8,472,000      $     8,472      $ 2,842,951     $(2,221,377)     $   630,046
                                         =========      ===========      ===========     ===========      ===========
</TABLE>


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

                                       5
<PAGE>   6


                            E-XACT TRANSACTIONS, LTD

                            STATEMENTS OF CASH FLOWS
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Six Months Ended
                                                                             June 30,
                                                                   ----------------------------
                                                                       2000             1999
                                                                   -----------      -----------
<S>                                                                <C>              <C>
NET CASH USED FOR OPERATING ACTIVITIES                             $(1,465,456)     $   (44,485)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of capital assets                                         (161,519)         (29,205)
                                                                   -----------      -----------
NET CASH USED FOR INVESTING ACTIVITIES                                (161,519)         (29,205)
                                                                   -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from affiliates                                                  --           98,102
  Share issue costs                                                         --           (6,706)
  Proceeds on issuance of capital stock, net of offering costs       1,827,779               --
  Deferred share issue costs, net of related accounts payable          175,545               --
                                                                   -----------      -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                            2,003,324           91,396
                                                                   -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                              376,349           17,706

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                       304,668            2,940
                                                                   -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $   681,017      $    20,646
                                                                   ===========      ===========
Supplemental disclosure of non-cash investing and
  financing cash flow disclosures:
  Warrants issued for financing services                           $    75,220      $        --
  Shares issued for financing services                                  74,556               --
</TABLE>


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

                                       6
<PAGE>   7

                            E-XACT TRANSACTIONS, LTD

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with U.S. generally accepted accounting principles ("US GAAP") for interim
financial information and the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
disclosures required by US GAAP for annual financial statements. In the opinion
of E-XACT TRANSACTIONS, LTD (the "Company"), all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation have
been included. The balance sheet at December 31, 1999 was derived from the
audited financial statements included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999 (the "1999 Form 10-KSB"), previously
filed with the Securities and Exchange Commission. For further information,
refer to the financial statements of, and the related notes, included in the
Company's 1999 Form 10-KSB, previously filed with the Securities and Exchange
Commission.

The results of operations for the three and six months ended June 30, 2000
presented are not necessarily indicative of the results of operations that may
be expected for the year ending December 31, 2000.

2. CASH AND CASH EQUIVALENTS

The Company considers all highly liquid financial instruments purchased with a
maturity of less than three months to be cash equivalents. The Company has
invested cash in excess of current working capital needs in a money market
mutual fund, which consists of obligations of U.S. government agencies, having
maturities of less than three months. These securities are recorded at cost,
which approximates fair market value.

3. ACCOUNTS RECEIVABLE

Accounts receivable are recorded net of approximately $6,500 allowance for
doubtful accounts at June 30, 2000 (December 31, 1999: approximately $3,400).

4. CAPITAL ASSETS

<TABLE>
<CAPTION>
                                                                    December 31,
                                        June 30, 2000                   1999
                           -------------------------------------    ------------
                                        Accumulated     Net Book      Net Book
                              Cost      Depreciation      Value         Value
                           --------     ------------    --------     -----------
<S>                        <C>            <C>           <C>          <C>
Leasehold improvements     $  5,012       $    236      $  4,776     $     --
Computer software            57,052         50,606         6,446       12,892
Computer equipment          194,733         22,588       172,145       32,207
                           --------       --------      --------     --------
                           $256,797       $ 73,430      $183,367     $ 45,099
                           ========       ========      ========     ========
</TABLE>

                                       7
<PAGE>   8

                            E-XACT TRANSACTIONS, LTD

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The principal components of accounts payable and accrued liabilities were as
follows:

<TABLE>
<CAPTION>
                                            June 30,         December 31,
                                              2000               1999
                                            --------         ------------
<S>                                         <C>                <C>
Trade payables                              $277,055           $205,096
Accrued liabilities                           87,460             33,783
Financing costs payable                           --            131,879
                                            --------           --------
                                            $364,515           $370,758
                                            ========           ========
</TABLE>

6. COMMON STOCK

On March 22, 2000, the Company successfully completed its initial public
offering in Canada of 2,250,000 shares of the Company's common stock at an
offering price of $1.00 per share on the Canadian Venture Exchange.

In connection with the offering, the Canaccord Capital Corporation was issued
75,000 shares of the Company's common stock along with a warrant to purchase up
to 225,0000 shares of the Company's common stock at a price of $1.00 for the
first twelve months of the term of the warrant and at a price of $1.15 for the
next twelve months of the term of the warrant.

The Company incurred costs of approximately $450,000 in connection with the
initial public offering. The Company received net proceeds from the initial
public offering of approximately $1,800,000.

7. FUNCTIONAL CURRENCY CHANGE

Effective April 2000, the Company changed its functional currency from Canadian
dollars to United States dollars. This change was made because the majority of
the Company's cash inflows and outflows are denominated in U.S. dollars. Under
US GAAP, this change requires remeasurement of the financial statements. The
Company has remeasured their annual and first quarter financial statements
accordingly. The gain occurring as a result of this change is included in other
income.

                                       8
<PAGE>   9


                            E-XACT TRANSACTIONS, LTD

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The following Management Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the accompanying
condensed financial statements and notes included in this report. Statements
made in this Form 10-QSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements often can be identified by the use of
terms such as "may," "will," "expect," "believes," "anticipate," "estimate," or
"continue," or the negative thereof. The Company intends that such
forward-looking statements be subject to the safe harbors for such statements.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to risks,
uncertainties and important factors beyond the control of the Company that could
cause actual results and events to differ materially from historical results of
operations and events from those presently anticipated or projected. These
factors include adverse economic conditions, entry of new and stronger
competitors, inadequate capital, unexpected costs, failure to gain product
approval in the United States or foreign countries and failure to capitalize
upon access to new markets. Additional risks and uncertainties that may affect
forward-looking statements about the Company's business and prospects include
the possibility that a competitor will develop a more comprehensive solution,
delays in market awareness of its products, possible delays in execution of
sales and marketing strategy, which could have an immediate and material adverse
effect. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.

OVERVIEW

The Company was incorporated under the laws of the Province of British Columbia
on August 13, 1998. On July 29, 1999 the Company filed a certificate of
domestication and certificate of incorporation with the Secretary of State of
the State of Delaware, thereby "domesticating" or transitioning from a Canadian
company to one organized under the laws of the State of Delaware.

The Company offers electronic commerce, known as "e-commerce," software services
for real-time transaction processing which allows PC based cash registers, PCs,
point-of-sale terminals, computer systems and proprietary product platforms to
accept credit card payments and submit those payments to various payment
processing companies for pre-authorization, authorization and
settlement/deposit. The Company has acquired and developed software and a
network system to act as a third party payment processor to conduct transaction
processing with major banks in North America. The Company is currently approved
to conduct transaction processing with major banks and credit unions in Canada
and the U.S.

Electronic commerce continues to grow rapidly. The Company's success will depend
largely upon its ability to compete successfully, develop new products and
services and market them successfully in a market that is becoming increasingly
competitive.


                                       9
<PAGE>   10

                            E-XACT TRANSACTIONS, LTD

BUSINESS SUMMARY

Some of the more significant milestones achieved in the second quarter of 2000
included:

     o   Comparing the Company's second quarter of 1999 with the second quarter
         of 2000, the Company grew its client base from a total of 8 clients in
         1999 to 290 clients in 2000, while also increasing the number of
         transactions processed from approximately 120,000 to approximately
         600,000 within the same period.

     o   Market launch of Release 5.0 in Com, Java and Perl. The Company
         continues to provide an e-commerce solution that is functional across
         major operating environments and meets the needs of the marketplace
         with minimal investment of resources required to successfully integrate
         E-xact's services.

     o   Execution of a co-marketing agreement with Miva, a leading storefront
         software provider, which was possible with the successful integration
         of the Company's software into the Miva solution.

     o   Prepared for the outsourcing of E-xact's network operations, which was
         completed just subsequent to quarter end, to provide clients with
         redundancy in network activities.

Certain of these accomplishments, such as Miva, Version 5.0 and network
operations, carried with them the need for outside consulting assistance for
expertise in certain technical areas. This, in turn, resulted in second quarter
expenses increasing beyond expected levels. While some of this activity has
continued into early parts of the third quarter, management believes that these
additional expenses are of a non-recurring nature.

As a result of management's re-assessment, we have decided to make some changes
in the Company's go-forward operating plan to maximize internal efficiencies and
to better position E-xact for marketplace opportunities. Some of these changes
include the following:

     o   The Company's primary market focus will shift from the small merchant
         to the middle market because management believes this market segment
         offers greater profit potential for the Company.

     o   The Company has accelerated development of a new service offering that
         provides an on-line application facility for merchant account and
         commercial credit application complete with real-time decisioning,
         document fulfillment and account set-up.

     o   Management is examining the Company's internal operations to identify
         areas that can potentially operate with greater efficiency.

RESULTS OF OPERATIONS

INTERIM FINANCIAL RESULTS
(All amounts are expressed in U.S. dollars)

                                       10
<PAGE>   11

                            E-XACT TRANSACTIONS, LTD

Results of Operations, continued

Interim Financial Results, continued

The Company earns its revenues by charging its customers setup fees, monthly
account maintenance fees and transaction fees for usage of its services.
Transaction fees are based on the number of transactions processed in a month.

Revenues. During the three and six month periods ended June 30, 2000, revenues
were $50,022 and $103,021, respectively, compared to $27,201 and $43,055,
respectively, in the comparable period in 1999. The revenues were derived
primarily from transaction processing fees and monthly service fees.

Approximately 290 clients were using the Company's services at June 30, 2000
compared to 8 clients at June 30, 1999.

Revenue from two clients accounted for approximately 68% of total revenue for
the three months ended June 30, 2000 compared to 63% for the three months ended
June 30, 1999. For the six months ended June 30, 2000 revenue from two clients
accounted for approximately 69% of total revenue compared to 65% for the
comparable period in 1999. As the Company continues to grow, management expects
that the relative significance of revenue from these two clients should
diminish.

Expenses. Total expenses during the three months ended June 30, 2000 were
$1,052,004 compared to $109,990 for the three months ended June 30, 1999. For
the six months ended June 30, 2000 total expenses were $1,623,001 compared to
$130,767 for the six months ended June 30, 1999. The increased expenditures were
attributed to accelerated development of the Company's transaction processing
services and capabilities to serve the North American market, as well as
increased sales and marketing efforts.

General and Administrative (G&A). During the three months ended June 30, 2000,
G&A expenses were $314,881 in 2000 compared to $89,159 for the comparable period
in 1999. G&A expenses for the six months ended June 30, 2000 were $565,801
compared to $91,207 for the six months ended June 30, 1999. The increases over
1999 were primarily due to continued expansion of the Company's infrastructure
associated with positioning the Company for growth. In 2000, accounting,
consulting and legal expenses increased by approximately $180,000; general and
administrative salaries and employee benefits increased by approximately
$120,000; rent and telephone expenses increased by approximately $100,000; and
office supplies increased by approximately $60,000. The increased level of
expenses is attributed to hiring professional managers in the US and starting
US-based headquarters.

Operations. Operations expenditures increased from $0 at June 30, 1999 to
$106,074 for the three months ended June 30, 2000. For the six months ended June
30, 2000 operations expenditures were $147,943 compared to $0 for the comparable
period in 1999. The increase was primarily due to the start-up of a customer
service operation to support the needs of clients and prospective clients.


                                       11
<PAGE>   12


                            E-XACT TRANSACTIONS, LTD

Results of Operations, continued

Interim Financial Results, continued

Sales and Marketing. Sales and Marketing expenditures increased from $950 for
the three months ended June 30, 1999 to $313,763 for the comparable period in
2000. For the six months ended June 30, 2000 sales and marketing expenditures
were $433,579 compared to $1,782 in the six months ended June 30, 1999. During
2000, salaries and employee benefits increased by approximately $200,000; travel
expenses increased by approximately $130,000; and advertising and promotions
increased by approximately $80,000. These additional costs were incurred in
order to achieve market visibility for the Company's service and to hire sales
professionals in the North American marketplace.

Research and development. Research and development expenses consist primarily of
compensation expenses and consulting fees to support the development of the
Company's software, services and technologies. Production costs for the
development of the software used, for which technological feasibility has been
established but before the product is ready for sale, are expensed. Research and
development expenditures were $317,286 for the three months ended June 30, 2000
compared to $19,881 for the comparable period in 1999. For the six months ended
June 30, 2000 research and development expenses were $475,678 compared to
$37,778 for the six months ended June 30, 1999. This increase is attributed to
accelerating the completion of the Company's V5.0 software for general
marketplace use, and for commencement of certain strategic initiatives.

Net loss. The Company incurred a net loss of $950,872 and $1,414,539 for the
three and six months ended June 30, 2000, respectively, compared to a net loss
of $88,001 and $95,505 in the three and six months ended June 30, 1999,
respectively. The increased loss is a result of increased expenses.

Management believes that expenditures will decline through 2000. With the
completion of V5.0, including the outsourcing of network operations, expense
levels should decline in the third and fourth quarters. However, the Company
anticipates continued operating losses in 2000 while its services gain in market
acceptance.

LIQUIDITY & CAPITAL RESOURCES
(All amounts are expressed in U.S. dollars)

Cash flow. The Company's net cash flows used for operating activities during the
six months ended June 30, 2000 was $1,465,456 compared to $44,485 for the six
months ended June 30, 1999. This is a result of using working capital to fund
increases in accounts receivable, accrued liabilities and operating losses.

Cash used for investing activities totaled $161,519 during the six months ended
June 30, 2000 compared to $29,205 for the six months ended June 30, 1999. The
increase is primarily attributed to the purchase of capital equipment for new
personnel and to expand processing capabilities.

Cash provided by financing activities was $2,003,324 for the six months ended
June 30, 2000 compared to $91,396 for the six months ended June 30, 1999. The
Company received net proceeds of approximately $1,800,000 on the issuance of


                                       12
<PAGE>   13

                            E-XACT TRANSACTIONS, LTD

Liquidity & Capital Resources, continued

capital stock during the first quarter of 2000. The Company received $25,000 on
the exercise of options during the second quarter of 2000.

The Company's negative cash flow from operations resulted primarily from an
increase in the losses of the Company due to increased business activity,
expenditures necessary to position E-xact for aggressive growth of its
transaction processing business and expenditures incurred relating to the costs
associated with the initial public offering. Management believes this negative
cash flow will continue during 2000, although at lower levels, as sales of
services increase and expenses decrease.

Capital resources. The Company's working capital increased during the three and
six months ended June 30, 2000 compared to the same periods in 1999 primarily
due to the Company's initial public offering. At present, Management believes
the Company has resources that will be sufficient to fund planned operations
through the third quarter of 2000. Management believes the Company will be able
to raise additional equity funding, increase operating revenues and secure
working capital financing as the Company continues to expand in the emerging
e-commerce market. Management anticipates that a corporate finance initiative to
raise capital will conclude in September 2000 and provide working capital to
support ongoing operations through 2000 and into the second quarter of 2001.

Management believes that the Company will continue to incur losses through the
remainder of 2000. However, management also believes that it has access to
capital in the form of additional equity financing sufficient to support its
growth plans. In the event that cash flow from operations, together with the
proceeds of any future financings, are insufficient to meet these expenses, the
Company will be required to re-evaluate its planned expenditures and allocate
its total resources in such manner as the board of directors and management
deems to be in the best interest of the Company and its stockholders.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133). The standard, which is effective for
fiscal years beginning after June 15, 2000, sets forth guidelines and
requirements for measuring derivative instruments at fair value as assets and
liabilities to be reported in the financial statements and that the changes in
the fair value of the instruments shall be recognized in the results of
operations. The Company has not completed the process of evaluating the impact
that will result from adopting this pronouncement.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB No. 101).
SAB No. 101, which is effective in the fourth quarter of 2000, provides guidance
on the recognition, presentation, and disclosure of revenue in financial
statements of all public companies. Management expects the adoption of SAB 101
will have no effect on the Company's results of operations or financial
position.



                                       13
<PAGE>   14


                            E-XACT TRANSACTIONS, LTD

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         Not applicable

ITEM 2. CHANGES IN SECURITIES

         On January 12, 2000, Cliff Mah was granted stock options to purchase
         75,000 shares of the Company's common stock at a price of $1.00. On
         June 19, 2000, Cliff Mah exercised stock options to purchase 25,000
         shares of the Company's common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         Not applicable

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

         Not applicable

ITEM 5. OTHER INFORMATION

         Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

             27    Financial Data Schedule

         (b) Reports on Form 8-K.

         During the quarter covered by this report, the Company filed the
         following reports on Form 8-K.

         None

                                       14
<PAGE>   15


                            E-XACT TRANSACTIONS, LTD

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                       E-XACT TRANSACTIONS, LTD
                                       (Registrant)

Dated:  August 21, 2000                By: /s/ Ted Henderson
                                          --------------------------------
                                          Ted Henderson
                                          President and CEO


                                       15
<PAGE>   16

                                 EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------

  27       Financial Data Schedule