UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the Fiscal Year Ended March 31, 2002
                        Commission file number 333-52040

                                e.Deal.net, Inc.
                               ------------------
           (Name of small business issuer as specified in its charter)

        NEVADA                                           98-0195748
        -------                                          ----------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

1628 West 1st Avenue, Vancouver, B.C., Canada                  V6J 1G1
---------------------------------------------                -----------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (604) 659-5024


Securities registered under Section 12(b) of the Act:


Securities registered under Section 12(g) of the Act:

            Common Stock, $.001 par value, listed on the Pink Sheets
            --------------------------------------------------------

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required 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 for the
past 90 days. Yes [X] No [_]

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  the  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 [X]

Revenues for last fiscal year were $0

Aggregate market value of Common Stock, $0.001 par value, held by non-affiliates
of the registrant as of March 31st, 2002:  $284,000.  Number of shares of Common
Stock, $0.0001 par value, outstanding as of March 31st, 2002: 7,840,000.

<PAGE>


                          ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>
PART I                                                                                 Page
<S>                                                                                    <C>
Item  1. Description of Business                                                        3

Item  2. Description of Property                                                        5

Item  3. Legal Proceedings                                                              5

Item  4. Submissions of Matters to a Vote of Security Holders                           5

PART II

Item  5. Market for the Registrants' Common Equity and Related Stock-
         holder Matters                                                                 6

Item  6. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                          6

Item  7. Financial Statements                                                           9

Item  8. Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure                                                           25

PART III

Item  9. Directors and Executive Officers of the Registrant                             25

Item 10. Executive Compensation                                                         25

Item 11. Security Ownership of Certain Beneficial Owners and Management                 26

Item 12. Certain Relationships and Related Transactions                                 27

PART IV

Item 13. Signature page                                                                 28

</TABLE>

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

This Annual  Report on Form 10-KSB and the documents  incorporated  by reference
contain  forward-looking   statements  that  have  been  made  pursuant  to  the
provisions  of the  Private  Securities  Litigation  Reform  Act of 1995.  These
forward-looking  statements  are based on current  expectations,  estimates  and
projections about our business and industry,  management's  beliefs, and certain
assumptions  made  by  management.   Words  such  as  "anticipates,"  "expects,"
"intends," "plans," "believes," "seeks" and "estimates" and similar expressions,
are intended to identify  forward-looking  statements.  These statements are not
guarantees  of future  performance  and actual  actions  or  results  may differ
materially.  These  statements are subject to certain risks,  uncertainties  and
assumptions  that  are  difficult  to  predict,  including  those  noted  in the
documents incorporated by reference. e.Deal.net , Inc., undertakes no obligation
to  update  publicly  any   forward-looking   statements  as  a  result  of  new
information, future events or otherwise, unless required by law. Readers should,
however, carefully review the risk factors included in this and other reports or
documents filed by e.Deal.net from time to time with the Securities and Exchange
Commission,  particularly  the Quarterly  Reports on Form 10-QSB and any Current
Reports.

                                   THE COMPANY

The Company was  incorporated  under the laws of the State of Nevada on November
6, 1998. The Company is developing an on-line auto auction site,  www.edeal.net,
to connect  buyers and sellers of cars and trucks.  We intend to provide  useful
information  to both buyer and seller on how to prepare a vehicle for sale,  how
to buy the right vehicle,  used vehicle  reviews,  new vehicle  reviews,  recall
notices, road test results, links to manufacturers,  information sources related
to the automotive sector,  on-line maintenance record, email reminder alerts for
service,   educational  forums,   insurance  and  financing  sources,   shipping
information and sources,  repair sources,  parts locator service and information
on many other automotive related services.

Employees
---------

At March 31st, 2002, the Company employed 1 full time and 1 part-time person. To
the best of the Company's knowledge, none of the Company's officers or directors
is bound by restrictive  covenants from prior  employers.  None of the Company's
employees are represented by labor unions or other collective bargaining groups.
The Company considers its relationship with its employees to be excellent.

Risk Factors of the Business
----------------------------

Lack of Operating History:  Our business is subject to the risks inherent in the
establishment of a new business. Specifically, in formulating our business plan,
we have relied on the judgment of our officers,  directors and  consultants  but
have not conducted any formal  independent  market studies concerning the demand
for our services.

We have had limited revenues since inception: In 2002, we had revenues of $0. We
have not been  profitable,  experiencing an accumulated loss of $339,989 through
2002. Even if we become profitable in the future,  we cannot accurately  predict
the level of, or our ability to sustain  profitability.  Because we have not yet
been profitable and cannot predict any level of future  profitability,  you bear
the risk of a complete loss of your investment in the event our business plan is
unsuccessful.

<PAGE>

Intense  Competition:  The market for our  services  is  intensely  competitive,
constantly  evolving and subject to rapid  technological  change.  We expect the
intensity of competition to increase in the future.  Increased  competition  may
result in price reductions,  changes in our pricing model, reduced gross margins
and loss of market share, any one of which could materially damage our business.
Many of our  competitors  have more  resources  and broader and deeper  customer
access than we do. In addition,  many of these  competitors  have or can readily
obtain  extensive  knowledge of our  industry.  Our  competitors  may be able to
respond more quickly than we can to new technologies or changes in Internet user
preferences  and  devote  greater  resources  than  we can  to the  development,
promotion  and  sale of  their  services.  We may not be  able to  maintain  our
competitive  position against current and future  competitors,  especially those
with significantly greater resources.

Dependence On Key  Personnel:  We depend on the continued  service of our senior
management personnel.  In particular,  the loss of the services of Mr. Herdev S.
Rayat,  our  President  and  Chief  Executive  Officer  could  cause us to incur
increased operating expenses.  We have a management agreement with Mr. Rayat for
an indefinite period commencing January 1st, 2000. There are no other employment
agreements  with any employee,  nor do we maintain any key person life insurance
policies for any of our key employees.  In addition, we must attract, retain and
motivate  highly  skilled  employees.   We  face  significant   competition  for
individuals  with the  skills  required  to  develop,  market  and  support  our
services.  We may not be able to recruit and retain sufficient numbers of highly
skilled employees, and as a result our business could suffer.

Capacity Restraints: The satisfactory performance,  reliability and availability
of web services and network  infrastructure  are critical to our  reputation and
our ability to attract and retain customers. If our volume of traffic increases,
we will need to expand and upgrade our technology and network infrastructure. We
may not be able to accurately project the rate or timing of these increases,  if
any,  in the use of our  services  or to  expand  or  upgrade  our  systems  and
infrastructure in a timely manner to accommodate these increases.

Inability to Obtain  Funding:  We may not be able to obtain  additional  funding
when needed, which could limit future expansion and marketing  opportunities and
result in lower than anticipated  revenues.  We may require additional financing
to further develop our business and to pursue other business  opportunities.  If
we  are  unable  to  obtain  financing  on  favorable  terms,  or at  all,  this
unavailability  could  prevent  us from  expanding  our  business,  which  could
materially impact our future potential revenues.

Adverse  Effect of Shares  Eligible for Future Sale:  Future sales of our common
stock by existing  stockholders pursuant to Rule 144 under the Securities Act of
1933, or following the exercise of outstanding warrants,  could adversely affect
the  market  price of our common  stock.  Substantially  all of the  outstanding
shares  of  our  common  stock  are  freely  tradable,  without  restriction  or
registration under the Securities Act, other than the sales volume reporting and
transaction  restrictions of Rule 144 applicable to shares held  beneficially by
persons who may be deemed to be affiliates. Our directors and executive officers
and  their  family  members  are not  under  lockup  letters  or other  forms of
restriction  on the sale of their  common  stock.  The issuance of any or all of
these  additional  shares upon exercise of warrants will dilute the voting power
of our current stockholders on corporate matters and, as a result, may cause the
market  price  of our  common  stock  to  decrease.

<PAGE>

Potential  Fluctuations in Quarterly Results:  Our operating results have varied
on a quarterly  basis  during our limited  operating  history,  and we expect to
experience significant fluctuations in future quarterly operating results. These
fluctuations have been and may in the future be caused by numerous factors, many
of  which  are  outside  of  our  control.  We  believe  that   period-to-period
comparisons of our results of operations  will not necessarily be meaningful and
that you should not rely upon them as an indication of future performance

Intellectual  Property:  The Company  relies on a combination  of copyright law,
trade  secret  protection,  confidentiality  agreements  and  other  contractual
arrangements to protect its rights to intellectual  property.  Theses  measures,
however, may be inadequate to deter misappropriation of proprietary information.
Failure to adequately protect its intellectual property could harm the Company's
brand,  devalue  its  proprietary  content and affect the  Company's  ability to
compete effectively.

Environmental  Matters:  The  Company  believes  it  conducts  its  business  in
compliance with all environmental  laws presently  applicable to its facilities.
To date,  there  have  been no  expenses  incurred  by the  Company  related  to
environmental issues.

Government Regulation: The Company is not subject to any direct governmental
regulation other than the securities laws and regulations applicable to all
publicly owned companies, and laws and regulations applicable to businesses
generally.

ITEM 2:  PROPERTIES

The Company's office is located at 1628 West 1st Avenue,  Suite 214,  Vancouver,
B.C., V6J-1G1.  This office is 500 square feet and is rented for $500 per month,
on a monthly basis, from Mr. Herdev S. Rayat, President and CEO of the Company.

ITEM 3: LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings.

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

There were no matters  submitted to a vote of the security holders in the fourth
quarter of 2002.

<PAGE>

PART II

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

(a) Market Information

The  Company's  Common Stock is listed on the NASD Pink Sheet  market  reporting
system under the symbol "EDAN." The following  table sets forth the high and low
closing prices for the periods indicated:

<TABLE>
<CAPTION>
                                                                       High             Low
                                                                       ----             ---
<S>                                                                    <C>              <C>
Second Quarter 2000                                                    $  n/a           $  n/a
Third Quarter 2000                                                     $  n/a           $  n/a
Fourth Quarter 2000                                                    $  n/a           $  n/a
First Quarter 2001                                                     $  n/a           $  n/a
Second Quarter 2001                                                    $  n/a           $  n/a
Third Quarter 2001                                                     $  0.10          $  0.10
Fourth Quarter 2001                                                    $  0.09          $  0.09
First Quarter 2002                                                     $  0.15          $  0.10

</TABLE>

(b) Holders

As at March 31st, 2002, there were  approximately 89 registered  stockholders of
record of the Company's Common Stock.

(c) Dividend Policy

The  Company  has never  paid a  dividend  and does not  anticipate  paying  any
dividends in the  foreseeable  future.  It is the present policy of the Board of
Directors to retain the Company's  earnings,  if any, for the development of the
Company's business.

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

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto included in Item 7 of this Form 10-KSB.  Except for
the  historical  information  contained  herein,  the  discussion in this Annual
Report on Form 10-KSB contains certain  forward-looking  statements that involve
risk and uncertainties,  such as statements of the Company's plans,  objectives,
expectations  and  intentions.  The cautionary  statements made in this document
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this document. The Company's actual results could differ
materially  from those  discussed  here.  Factors  that could cause  differences
include those discussed in "Risk Factors of the Business",  as well as discussed
elsewhere herein.

<PAGE>

OVERVIEW
--------

The Company is  developing  an on-line  auto  auction  site,  www.edeal.net,  to
connect buyers and sellers of cars and trucks. We intend to provide a wide range
of useful  information  including,  but not limited to, how to prepare a vehicle
for sale,  how to buy the right  vehicle,  used  vehicle  reviews,  new  vehicle
reviews, recall notices, road test results, links to manufacturers,  information
sources related to the automotive  sector,  on-line  maintenance  record,  email
reminder  alerts  for  service,  educational  forums,  insurance  and  financing
sources, shipping information and sources, repair sources, parts locator service
and information on many other automotive related services.

RESULTS OF OPERATIONS
---------------------

Revenues.  The Company did not  generate  revenues  for the year ended March 31,
2002, nor for the year ended March 31, 2001.

Development  Stage  Expenses.  During  2002,  the Company  incurred  $138,139 in
development  stage  expenses,  a decrease of 20% over 2001 expenses of $173,881.
This decrease is primarily  attributed  to a reduction in payroll,  professional
fees and operating  expenses  relating to the closing of our sales and marketing
office in Scottsdale, AZ.

Interest  Income.  Interest income was $877 and $2,453 for the years ended March
31, 2002 and 2001, respectively. Interest earned in the future will be dependent
on Company funding cycles and prevailing interest rates.

Interest  Expenses.  Interest  expense  increased from $365 in 2001 to $7,279 in
2002,  as a result on the  Company  borrowing  an  additional  $70,000  from its
President during 2002.

Provision for Income  Taxes.  As at March 31, 2002,  the  Company's  accumulated
deficit was  $339,989 and as a result,  there has been no  provision  for income
taxes to date.

Net Loss. For the year ended March 31, 2002, the Company  recorded a net loss of
$144,541,  or 0.02 per share, versus a net loss of $171,793, or $0.03 per share,
for the same twelve month period ending March 31, 2001.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At March 31, 2002,  the Company had a cash  balance of  $198,816,  compared to a
cash  balance  of $10,447 at March 31,  2001.  During  2002,  the  Company  used
$131,631  of net cash in  operating  activities,  as compared to $107,005 of net
cash used in 2001.  This increase in net cash used in operating  activities  was
due mainly to a decrease in accrued  payroll and  professional  fees between the
years.

Net cash flows used in investing  activities was $0.00 for 2002, compared to net
cash flows used of ($3,286)  for 2001.  The change in the net cash flows used in
investing  activities was due to no computer  equipment being  purchased  during
2002.

Net cash flows provided by financing  activities was $320,000 in 2002,  compared
to  $40,000  in  2001.  During  2001,  the  Company  borrowed  $40,000  from its
President,  as compared to $70,000  during 2002. In addition,  during 2002,  the
Company sold common  stock for net  proceeds of $250,000,  compared to $0 during
2001.

<PAGE>

PLAN OF OPERATION
-----------------

The  Company's  principal  source of liquidity is cash in the bank,  and for the
next twelve months, the Company has sufficient cash to meet its operating needs.
The  Company  incurs  management  fees from the  services of its  president  and
majority  shareholder  at the rate of $2,666 per month,  which will  result in a
decrease in the Company's  cash position  unless the debt is converted to equity
in lieu of cash paid. The Company's future funding  requirements  will depend on
numerous  factors.  These factors include the Company's ability to establish and
profitably  operate  its  website,   recruit  and  train  qualified  management,
technical and marketing  personnel and the Company's  ability to compete against
other, better capitalized corporations who offer similar web based services.

Due to the "start up" nature of the Company's businesses, the Company expects to
incur  losses as it  expands.  The  Company  expects to raise  additional  funds
through  private or public  equity  investment  in order to expand the range and
scope of its  business  operations.  The Company  will seek access to private or
public  equity  but there is no  assurance  that such  additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all. See "Risk Factors of the Business" for additional details.

RELATED PARTY TRANSACTIONS
--------------------------

During 2002 and 2001, the Company charged  $32,000 and $32,000,  respectively to
operations for management and consulting fees incurred for services  rendered by
the president and majority stockholder.  Accrued management fees as of March 31,
2002  amounted to $69,000.  The Company has not converted any debt to equity for
these services.

The Company's  office is located at Suite 214, 1628 West 1st Avenue,  Vancouver,
B.C.,  V6J-1G1.  These  premises are owned by Mr.  Herdev S. Rayat the Company's
President and CEO. At present, the Company pays $500 rent per month.

As of March 31, 2002,  the Company had borrowed  $110,000 from its President and
CEO.

GOING CONCERN
-------------

The Company has incurred net operating losses since inception. The Company faces
all the  risks  common  to  companies  in their  early  stages  of  development,
including under capitalization and uncertainty of funding sources,  high initial
expenditure  levels,  and uncertain  revenue  streams.  The Company's  recurring
losses raise substantial doubt about its ability to continue as a going concern.
The Company's  financial  statements do not reflect any  adjustments  that might
result from this uncertainty.  The Company expects to incur losses as it expands
its business  and will  require  additional  funding  during 2002 and 2003.  The
satisfaction of our cash requirements hereafter will depend in large part on the
Company's ability to successfully raise capital from external sources to pay for
planned expenditures and to fund operations.

<PAGE>

ITEM 7: FINANCIAL STATEMENTS

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

<S>                                                                                       <C>
Independent Auditors' Report...............................................................10

Balance Sheet at March 31, 2002 and 2001...................................................11

Statements of Operations for the years ended March 31, 2002 and 2001 and for the
period from November 6, 1998 (inception) to March 31, 2002.................................12

Statements of Stockholders' Equity (deficit) for years ended March 31, 2002 and
2001 and for the period from November 6, 1998 (inception) to March 31,
2002.......................................................................................13

Statements of Cash Flows for the years ended March 31, 2002 and 2001 and for the
period from November 6, 1998 (inception) to March 31, 2002.................................14

Notes to the Financial Statements..........................................................15-24

</TABLE>


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors
e.Deal.Net, Inc.
214-1628 W. 1st Avenue
Vancouver BC, Canada  V6J-1G1

We have audited the accompanying balance sheet of e.Deal.Net, Inc. ("e.Deal"), a
development  stage company,  as of March 31, 2002 and the related  statements of
operations, stockholders' equity (deficit) and cash flows for the two years then
ended and for the cumulative  period from November 6, 1998  (inception) to March
31,  2002.  These  financial  statements  are  the  responsibility  of  e.Deal's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States 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 the audit  provides a reasonable
basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of e.Deal.Net,  Inc. as of March
31, 2002 and the results of its  operations and its cash flows for the two years
then ended and for the  cumulative  period from November 6, 1998  (inception) to
March 31, 2002 in conformity with accounting  principles  generally  accepted in
the United States of America.

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


BERENFELD, SPRITZER, SHECHTER & SHEER


May 21, 2002
Miami, Florida


<PAGE>


                                 e.DEAL.NET, INC
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                              AS OF MARCH 31, 2002

<TABLE>
<CAPTION>
<S>                                                                                     <C>
ASSETS
Current Assets:
  Cash                                                                                   $  198,816
                                                                                          ---------
        Total current assets                                                                198,816
                                                                                            -------
Property and Equipment, net of accumulated depreciation of $1,232                             2,054
                                                                                             ------
TOTAL ASSETS                                                                             $  200,870
                                                                                          =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                                       $    2,270

  Accrued expenses                                                                           88,589
  Notes payable, related party                                                              110,000
                                                                                           --------
        Total current liabilities                                                           200,859
                                                                                            -------
STOCKHOLDERS' EQUITY:
  Preferred stock, $0.01 par value; 1,000,000 shares authorized;
    none issued and outstanding
  Common stock, $0.001 var value; 100,000,000 shares authorized;
    7,840,000 shares issued and outstanding                                                   7,840
  Additional paid-in-capital                                                                332,160
  Deficit accumulated during the development stage                                         (339,989)
                                                                                           ---------

        Total Stockholders' Equity                                                               11
                                                                                           --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $  200,870
                                                                                         ==========

</TABLE>

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                For the                      For the                    November 6, 1998
                                                Year Ended                   Year Ended                 (Inception) To
                                                March 31,                    March 31,                  March 31,
                                                2002                         2001                       2002
                                                ----                         ----                       ----
<S>                                             <C>                          <C>                        <C>
DEVELOPMENT STAGE REVENUE
                                                $                -           $             -            $             -
DEVELOPMENT STAGE EXPENSES:



Professional fees                                           40,923                    70,658                    122,794
Payroll and payroll related expenses                        35,161                    43,975                     79,136
Management fees                                             32,000                    32,000                     78,418
Rent                                                        16,907                    10,724                     27,631
Depreciation and amortization                                  657                       575                      1,232
Other development stage expenses                            12,491                    15,949                     29,983
                                                          --------                 ---------                     ------
           Total Development Stage Expenses                138,139                   173,881                    339,194
                                                          --------                ----------                    -------
  Loss from operations                                    (138,139)                 (173,881)                  (339,194)
                                                          ---------               -----------                  --------
OTHER INCOME (EXPENSE):

  Interest income                                              877                     2,453                      6,849
  Interest expense                                          (7,279)                     (365)                    (7,644)
                                                          ---------                   -------                    -------
                                                            (6,402)                    2,088                       (795)
                                                          ---------                  --------                      -----
                                                          (144,541)                 (171,793)                  (339,989)
              NET LOSS                                    =========                 =========                  =========

NET LOSS PER COMMON SHARE -
  BASIC AND DILUTED                               $         (0.02)          $          (0.03)         $           (0.06)
                                                  ================          =================         ==================
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                             6,492,778                  5,340,000                  5,663,510
                                                        ==========                 ==========                 =========

</TABLE>


<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
       FOR THE PERIOD FROM NOVEMBER 6, 1998 (INCEPTION) TO MARCH 31, 2002

<TABLE>
<CAPTION>

                                                                           DEFICIT
                                                                           ACCUMULATED
                                                                           ADDITIONAL DURING THE
                                 COMMON STOCK             PAID-IN          DEVELOPMENT
                            SHARES          AMOUNT        CAPITAL          STAGE                 TOTAL
                            ------          ------        -------          -----                 -----
<S>                         <C>             <C>           <C>              <C>                   <C>
    Balance, November 6,
                    1998
             (inception)
                                  -         $         -   $         -      $            -        $         -

 Restricted common stock
               issued at
     $0.001 per share to
           related party
          for management
                services  5,000,000               5,000             -                   -              5,000

   Proceeds from sale of
            common stock
      at $0.25 per share    340,000                 340        84,660                   -             85,000

 Net Loss for the period
        November 6, 1998
             (inception)
       to March 31, 1999          -                   -             -              (7,470)            (7,470)
                         ----------         -----------    ----------      ---------------        -----------
 Balance, March 31, 1999  5,340,000               5,340        84,660              (7,470)            82,530

   Net Loss for the year
    ended March 31, 2000         -                    -             -             (16,185)           (16,185)
                         ----------         -----------    ----------      ---------------        -----------
 Balance, March 31, 2000  5,340,000               5,340        84,660             (23,655)            66,345

   Net Loss for the year
    ended March 31, 2001          -                   -             -            (171,793)          (171,793)
                         ----------         -----------    ----------      ---------------        -----------
 Balance, March 31, 2001  5,340,000               5,340        84,660            (195,448)          (105,448)

   Proceeds from sale of
            common stock
      at $0.10 per share  2,500,000               2,500       247,500                   -            250,000

   Net Loss for the year
    ended March 31, 2002          -                   -             -            (144,541)          (144,541)
                         ----------         -----------    ----------      ---------------         ----------
 Balance, March 31, 2002  7,840,000         $     7,840    $  332,160            (339,989)         $      11
                         ==========         ===========    ==========      ===============         ==========

</TABLE>

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                        For the period
                                                                        For the          For the        November 6, 1998
                                                                        Year Ended       Year Ended     (Inception)To
                                                                        March 31,        March 31,      March 31,
                                                                        2002             2001           2002
                                                                        ----             ----           ----
<S>                                                                     <C>              <C>            <C>
Cash Flows from Operating Activities:

   Net Loss                                                             $   (144,541)    $(171,793)      (339,989)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
      Depreciation and amortization                                               657          575          1,232
      Common stock issued for management services                                   -            -          5,000
      Changes in operating assets and liabilities:
       Decrease (increase) in security deposits                                 2,631      (2,631)              -
       Decrease (increase) in prepaid expenses                                  2,681      (2,681)              -
       Increase in accounts payable and accrued expenses                       6,941       69,525         90,859
                                                                       -       ------      -------        ------
          Net cash used in operating activities                             (131,631)    (107,005)      (242,898)
                                                                       -    ---------    ---------      ---------
 Cash Flows from Investing Activities:
   Purchase of property and equipment                                              -       (3,286)        (3,286)
                                                                       -           --      -------        -------
              Net cash used in investing activities                                -       (3,286)        (3,286)
                                                                       -           --      -------        -------
 Cash Flows from Financing Activities:
   Proceeds from issuance of common stock                                     250,000            -        335,000
   Proceeds from loans from related parties                                   70,000       40,000        110,000
                                                                       -      -------      -------       -------
               Net cash provided by financing activities                     320,000       40,000        445,000
                                                                      -     --------      -------       -------
 Net Increase (Decrease) in Cash                                              188,369     (70,291)        198,816
 Cash, Beginning                                                              10,447       80,738              -
                                                                       -      -------      -------             -
 Cash, Ending                                                            $   198,816  $    10,447    $   198,816
                                                                       = ==========================  ===========
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid during the period                                        $        -   $        -     $        -
                                                                       =  ============ ============   ==========
   Income taxes paid during the period                                    $        -   $        -     $        -
                                                                       =  ============ ============   ==========
</TABLE>

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND CAPITALIZATION
     -------------------------------

     e.Deal.Net,  Inc.  ("e.Deal" or "the Company") was incorporated on November
     6, 1998 under the laws of the State of Nevada.  The  Company's  Articles of
     Incorporations  authorize the Company to issue and have  outstanding at any
     one time 1,000,000  shares of preferred stock with a par value of $0.01 and
     100,000,000  shares of common stock with a par value of $0.001. The Company
     had no preferred stock outstanding as of March 31, 2002.

     e.Deal's  activities have been devoted  primarily to positioning  itself to
     take advantage of opportunities available in the Internet business.  e.Deal
     intends to develop an  Internet-based  automobile and heavy  transportation
     equipment  auction site in local  markets  throughout  North America and to
     grow through internal development,  strategic alliances and acquisitions of
     existing businesses.

     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 and disclosures of contingent  assets and
     liabilities  as of the date of the financial  statements,  and the reported
     amounts of revenues and expenses during the reporting period.  Accordingly,
     actual results could differ from those estimates.


     CASH AND CASH EQUIVALENTS
     -------------------------

     For financial statement presentation purposes,  e.Deal considers all highly
     liquid  investments with an original maturity of three months or less to be
     cash equivalents. There were no cash equivalents at March 31, 2002.

<PAGE>

                                 DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     PROPERTY AND EQUIPMENT
     ----------------------

     Property  and  equipment  are  recorded  at cost.  Expenditures  for  major
     betterments and additions are capitalized,  while replacement,  maintenance
     and repairs,  which do not extend the lives of the respective  assets,  are
     charged to expense currently.  Any gain or loss on disposition of assets is
     recognized   currently.   Depreciation  expense  is  calculated  using  the
     straight-line method over the estimated useful lives of the various assets.

     LONG-LIVED ASSETS
     -----------------

     The Company  periodically  evaluates whether events and circumstances  have
     occurred that may warrant  revision of the estimated life of intangible and
     other long-lived assets, or whether the remaining balance of intangible and
     other long-lived assets should be evaluated for possible impairment. If and
     when such factors,  events or  circumstances  indicate  that  intangible or
     other long-lived  assets should be evaluated for possible  impairment,  the
     Company  would  make an  estimate  of  undiscounted  cash  flows  over  the
     remaining lives of the respective assets in measuring recoverability.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     -----------------------------------

     SFAS No.  107  "Disclosures  about  Fair  Value of  Financial  Instruments"
     requires  the  disclosure  of the  fair  value  of  financial  instruments.
     e.Deal's financial instruments,  including cash, accounts payable,  accrued
     professional fees and notes payable are carried at cost, which approximates
     their fair value because of the short-term  maturity and approximate market
     interest rates of these instruments.

     INCOME TAXES
     ------------

     e.Deal accounts for income taxes using SFAS No. 109, "Accounting for Income
     Taxes",   which  requires  the  recognition  of  deferred  tax  assets  and
     liabilities  for the expected  future tax  consequences of events that have
     been included in financial  statements  or tax returns.  Under this method,
     deferred  income taxes are  recognized for the tax  consequences  in future
     years of differences  between the tax basis of assets and  liabilities  and
     their financial  reporting  amounts at each period-end based on enacted tax
     laws and  statutory  tax  rates  applicable  to the  periods  in which  the
     differences are expected to affect taxable income. Valuation allowances are
     established  when  necessary  to reduce  deferred  tax assets to the amount
     expected to be realized.

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)


     NET LOSS PER SHARE
     ------------------

     e.Deal computes  earnings (loss) per shares in accordance with SFAS No. 128
     "Earnings Per Share". Basic loss per share is computed by dividing the loss
     available to common shareholders by the  weighted-average  number of common
     shares outstanding. Diluted loss per share is computed by dividing net loss
     by the  weighted-average  number of shares of common  stock,  common  stock
     equivalents and other potentially  dilutive  securities  outstanding during
     the period.

     e.Deal currently has 2,500,000  outstanding warrants that could potentially
     dilute basic earnings (loss) per share in the future that were not included
     in the  computation  of  diluted  loss per share  because to do so would be
     anti-dilutive.

     RECLASSIFICATIONS
     -----------------

     Certain  reclassifications  were made to the  statements of operations  and
     cash  flows  for the year  ended  March  31,  2001 and to the  period  from
     November 6, 1998  (inception) to March 31, 2002 to conform to the March 31,
     2002 presentation.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
     -----------------------------------------

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities."
     SFAS No. 133 requires  companies to recognize all  derivative  contracts as
     either  assets or  liabilities  in the balance sheet and to measure them at
     fair value. If certain conditions are met, a derivative may be specifically
     designated as a hedge, the objective of which is to match the timing of the
     gain or loss recognition on the hedging  derivative with the recognition of
     (i) the changes in the fair value of the hedge asset or liability  that are
     attributable  to the hedge  risk or (ii) the  earnings  effect of the hedge
     forecasted  transaction.  For a  derivative  not  designated  as a  hedging
     instrument,  the gain or loss is  recognized  in  income  in the  period of
     change.

<PAGE>


                               e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT"D)
     --------------------------------------------------

     On June 30, 1999, the FASB issued SFAS No. 137,  "Accounting for Derivative
     Instruments and Hedging Activities - Deferral of the Effective Date of FASB
     Statement  No.  133." SFAS No. 133 as amended by SFAS No. 137 is  effective
     for all fiscal years  beginning after June 15, 2000. In June 2000, the FASB
     issued SFAS No. 138,  "Accounting for Certain  Derivatives  Instruments and
     Certain  Hedging  Activities."  SFAS No. 133 as amended by SFAS No. 137 and
     138 is effective for all fiscal  quarters of fiscal years  beginning  after
     June 15, 2000.

     The Company has not entered into  derivatives  contracts to hedge  existing
     risks or for speculative  purposes.  Accordingly,  SFAS 133, 137 and 138 do
     not affect the Company's financial statements.

     On December 3, 1999 the  Securities and Exchange  Commission  ("SEC") staff
     issued Staff Accounting Bulletin No. 101 (SAB 101) "Revenue  Recognition in
     Financial  Statements"  which  reflects  the basic  principles  of  revenue
     recognition in existing generally accepted accounting  principles.  SAB 101
     does not affect the Company's financial statements.

     In  January  2000,  the  Emerging  Issues  Task  Force  issued  EITF  99-17
     "Accounting for Advertising Barter  Transactions"  establishing  accounting
     and reporting requirements for such transactions. Generally, the Task Force
     reached a consensus  that revenue and expenses from an  advertising  barter
     transaction   should  be  recognized  at  fair  value  of  the  advertising
     surrendered. EITF 99-17 does not affect the Company's financial statements.

     On March  16,  2000 the  Emerging  Issues  Task  Force  issued  EITF  99-19
     "Recording  Revenue as a Principal  versus Net as an Agent" which addresses
     the issue of how and when revenue  should be  recognized  on a Gross or Net
     method as the title implies. The Emerging Issues Task Force has not reached
     a consensus but sites SEC Staff Accounting Bulletin 101.

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT"D)
     --------------------------------------------------

     On July 20,  2000,  the  Emerging  Issues  Task  Force  issued  EITF  00-14
     "Accounting For Certain Sales Incentives" which establishes  accounting and
     reporting  requirements  for sales  incentives such as discounts,  coupons,
     rebates and free products or services. Generally,  reductions in or refunds
     of a selling price should be classified as a reduction in revenue.  For SEC
     registrants, the implementation date is the beginning of the fourth quarter
     after the  registrant's  fiscal year end December 15, 1999. EITF 00-14 does
     not affect the Company's financial statements.

     In June 2001,  the FASB issued  Statement No. 141 "Business  Combinations".
     This statement replaces Accounting  Principle Board ("APB") Opinion No. 16,
     "Business  Combinations",  and  SFAS  38,  "Accounting  for  Preacquisition
     Contingencies of Purchased  Enterprises".  All business combinations in the
     scope of this statement are to be accounted for using the purchase  method.
     The single-method  approach used in this statement  reflects the conclusion
     that virtually all business  combinations are  acquisitions  and, thus, all
     business  combinations  should be accounted  for in the same way that other
     asset  acquisitions  are  accounted - based on the values  exchanged.  This
     statement  does  not  change  many  of the  provisions  of  Opinion  16 and
     Statement  38  related  to the  application  of the  purchase  method.  The
     provisions of this statement apply to all business  combinations  initiated
     after June 30, 2001,  and all business  combinations  accounted  for by the
     purchase  method  for which the date of  acquisition  is July 1,  2001,  or
     later.  FASB  Statement  141  does  not  affect  the  Company's   financial
     statements.

     In June  2001,  the FASB  issued  Statement  No.  142  "Goodwill  and Other
     Intangible  Assets." This  Statement  addresses  financial  accounting  and
     reporting for acquired  goodwill and other intangible assets and supersedes
     APB Opinion No. 17, "Intangible Assets." It addresses how intangible assets
     that are  acquired  individually  or with a group of other  assets (but not
     those  acquired  in a  business  combination)  should be  accounted  for in
     financial statements upon their acquisition.  This Statement also addresses
     how goodwill and other intangible assets should be accounted for after they
     have been  initially  recognized in the financial  statements.  Adoption of
     this  statement is required for fiscal years  beginning  after December 31,
     2001.  The adoption of FASB Statement No. 142 is not expected to materially
     affect the Company's financial statements.

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT"D)
     --------------------------------------------------

     In July 2001,  the FASB issued  Statement  No. 143,  "Accounting  for Asset
     Retirement Obligations".  This statement addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived assets and the associated asset retirement costs. This statement
     requires  that  the  fair  value of a  liability  for an  asset  retirement
     obligation  be  recognized  in the  period  in  which it is  incurred  if a
     reasonable  estimate  of fair  value  can be  made.  The  associated  asset
     retirement  costs are  capitalized  as part of the  carrying  amount of the
     long-lived asset and  subsequently  allocated to expense using a systematic
     and  rational  method.  Adoption of this  statement  is required for fiscal
     years  beginning  after June 12, 2002. The adoption of Statement No. 143 is
     not expected to materially affect the Company's financial statements.

     In October 2001,  the FASB issued  Statement No. 144,  "Accounting  for the
     Impairment  or Disposal of Long-Live  Assets".  This  statement  supersedes
     Statement  No. 121 but  retains  many of its  fundamental  provisions.  The
     statement  also  establishes  a  single  accounting  model,  based  on  the
     framework  established  in  Statement  121,  for  long-lived  assets  to be
     disposed  of by sale.  Additionally,  the  statement  resolves  significant
     implementation  issues related to Statement No. 121. The provisions of this
     statement are effective  for financial  statements  issued for fiscal years
     beginning  after  December 15, 2001.  The provision of Statement No. 144 is
     not expected to materially affect the Company's financial statements.


NOTE 2 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

     e.Deal's  initial  activities  have been  devoted to  developing a business
     plan,  negotiating  contracts and raising capital for future operations and
     administrative  functions.  The accompanying financial statements have been
     prepared in accordance with accounting principles generally accepted in the
     United States of America, which assumes the continuity of e.Deal as a going
     concern.  As shown in the financial  statements,  development  stage losses
     from  November  6,  1998   (inception)   to  March  31,  2002  amounted  to
     approximately $340,000.  e.Deal's cash flow requirements during this period
     have been primarily met by  contributions  of capital,  and debt and equity
     financing.  No assurance can be given that these sources of financing  will
     continue to be available. If e.Deal is unable to generate

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 2 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS (CONT'D)

     profits,  or unable  to obtain  additional  funds for its  working  capital
     needs, it may have to cease operations.  These conditions raise substantial
     doubt  as to  the  ability  of  e.Deal  to  continue  as a  going  concern.
     Management  intends to meet its liquidity needs through raising  additional
     capital  and  targeting   future  possible   alliances  and   acquisitions.
     Presently,   the  Company   cannot   ascertain  the  eventual   success  of
     management's plans with any degree of certainty. The accompanying financial
     statements  do not  include  any  adjustments  that might  result  from the
     eventual outcome of the risks and uncertainty described above.

NOTE 3 - PROPERTY AND EQUIPMENT

     Property and  equipment are  depreciated  over a useful life of five years.
     Property and equipment consisted of the following as of March 31, 2002:

<TABLE>
<CAPTION>
<S>                                                             <C>
Computer equipment                                              $       3,286
Less: accumulated depreciation                                          (1,232)
                                                                ---------------
      Property and equipment, net                               $        2,054
                                                                ===============

</TABLE>

     Depreciation  expense  was $657 and 575 for the years  ended March 31, 2002
     and 2001,  respectively,  and $1,232 for the period  from  November 6, 1998
     (inception) to March 31, 2002.

NOTE 4 - ACCRUED EXPENSES

     Accrued expenses as of March 31, 2002 consisted of the following:

<TABLE>
<CAPTION>
<S>                                                                  <C>
Accrued management fees                                              $    69,333
Accrued accounting fees                                                   11,500
Accrued interest                                                           3,988
Accrued rent                                                               3,500
Accrued other                                                                268
                                                                     -----------
       Total accrued expenses                                        $    88,589
                                                                     ===========
</TABLE>

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 5 - DEFERRED INCOME TAXES

     Deferred tax assets and liabilities as of March 31, 2002 were approximately
     as follows:

<TABLE>
<CAPTION>
<S>                                                                  <C>
Deferred tax assets arising
  from net operating losses                                          $   129,200
Less:  Valuation allowance                                              (129,200)
Net deferred tax liabilities                                                   0
                                                                     -----------
  Net Deferred Tax Asset                                             $         0
                                                                     ===========
</TABLE>

     As of March 31,  2002,  e.Deal  has net  operating  loss  carryforwards  of
     approximately  $340,000 that may be offset against  future taxable  income.
     The  carry-forward  loss  expires at various  times  through the year 2020.
     Sufficient  uncertainty exists regarding the realization of these operating
     loss   carryforwards,   and,   accordingly,   a  valuation   allowance   of
     approximately $129,200, which relates to the net operating losses, has been
     established.

     The effective tax rate varies from the U.S. Federal  statutory tax rate for
     both the  periods  ended  March 31,  2002 and 2001  principally  due to the
     following:

<TABLE>
<CAPTION>
                                                                       3/31/02             3/31/01
                                                                       -------             -------
<S>                                                                    <C>                 <C>
U.S. statutory tax rate                                                  34%                 15%
State and local taxes                                                     4                   4
Less:  Valuation allowance                                              (38)                (19)
                                                                       ------              -----
Effective rate                                                            0%                  0%
                                                                       ======              =====
</TABLE>

NOTE 6 - NOTES PAYABLE - RELATED PARTY

     On February 14, 2001, e.Deal executed a $40,000 note payable with Herdev S.
     Rayat (Mr. "Rayat"), the Company's President.  The note bears interest at a
     rate of 7.25% per annum.  The entire principal and related accrued interest
     is due and payable on demand.

     On April 24,  2001,  e.Deal  executed a note  payable  to Mr.  Rayat in the
     principal sum of $40,000 at a rate of 7.25% per annum. The entire principal
     amount and accrued interest is due and payable on demand.

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 6 - NOTES PAYABLE - RELATED PARTY (CONT'D)

     On  June 8,  2001,  eDeal  executed  a note  payable  to Mr.  Rayat  in the
     principal sum of $20,000 at a rate of 7.25% per annum. The entire principal
     amount and accrued interest is due and payable on demand.

     On July  27,  2001,  eDeal  executed  a note  payable  to Mr.  Rayat in the
     principal sum of $10,000 at a rate of 7.25% per annum. The entire principal
     amount and accrued interest is due and payable on demand.

     Accrued interest on the above notes amounted to $3,988 as of March 31, 2002
     and  interest  expense  was $7,279 and $365,  for the years ended March 31,
     2002 and 2001,  respectively.  Interest  expense  was $1,232 for the period
     from November 6, 1998 (inception) to March 31, 2002.

NOTE 7 - OPERATING LEASES

     BUILDING LEASE

     From December 2000 to August 2001,  e.Deal rented its  facilities  under an
     operating lease  agreement.  The lease provided for monthly rent due on the
     first of each  month in the amount of $2,681 and was due to expire on March
     31, 2002. In August 2001, the Company  terminated the lease with no further
     commitment.  Prior to February 1, 2001, e.Deal had been relatively inactive
     and did not require nor was occupying any office space.

     Effective September 1, 2001, e.Deal entered into an oral agreement with its
     President,  Mr.  Rayat,  for  the  use of  certain  office  facilities  and
     equipment on a  month-to-month  basis.  The agreement calls for payments of
     $500 per month.

     Rent  expense  for the years  ended March 31, 2002 and 2001 was $16,907 and
     $10,724,  respectively.  Rent expense for the period from  November 6, 1998
     (inception) to March 31, 2002 was $27,631.

     EQUIPMENT LEASE

     In  December  2000,  e.Deal  assumed an  operating  lease  agreement  for a
     photocopier.  The lease was to be paid in 45 monthly  installments  of $187
     due on the sixth of each month expiring on November 6, 2004.

     In June 2001,  e.Deal  terminated the lease and agreed to pay $3,500 to the
     lessor as a settlement cost.

<PAGE>

                                e.DEAL.NET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 7 - OPERATING LEASES (CON'D)

     Lease  expense  for the years  ended  March 31,  2002 and 2001  amounted to
     $4,061 and $1,300, respectively. Lease expense for the period from November
     6, 1998 (inception) to March 31, 2002 was $5,361.

NOTE 8 - STOCKHOLDERS' EQUITY

     In November 1998,  e.Deal issued a total of 5,000,000  common shares to Mr.
     Rayat, deemed to be a founder of e.Deal. The shares were issued in exchange
     for management  services that were valued at $5,000 and are subject to Rule
     144 of the SEC Act 1933 as amended.  These  shares were issued for services
     which included the writing and  development of e.Deal's  business plan, the
     development  of corporate and operating  strategies and creative input into
     e.Deals' website.

     During the fiscal year ended March 31, 1999,  e.Deal issued  340,000 shares
     of common stock in a private  offering  pursuant to Regulation D, Rule 504,
     promulgated under the Securities Act of 1933. Common shares were offered to
     non-accredited   investors  at  25  cents  per  share,  for  a  total  cash
     consideration of $85,000.

     During the fiscal year ended March 31, 2002,  e.Deal sold 2,500,000  shares
     of common stock in a public  offering  for net  proceeds of $250,000.  Each
     share came with a warrant to  purchase  one share of common  stock at $0.20
     per share.  The warrants are exercisable for a period of 36 months from the
     date of issuance.

NOTE 9 - MANAGEMENT AGREEMENT WITH RELATED PARTY

     In January 2000, e.Deal entered into an agreement with Mr. Rayat to provide
     management and consulting services.  The term of the agreement is one year,
     automatically  renewable for a period of one year for each consecutive year
     thereafter,  unless prior notice is given by either  e.Deal or Mr. Rayat 90
     days prior to the expiration of the contract term.  Management fees for the
     years  ended  March 31,  2002 and 2002  amounted  to $32,000  and  $32,000,
     respectively.  Accrued  management  fees as of March 31,  2002  amounted to
     $69,333.

<PAGE>

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

None.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth  below is certain  information  regarding  each of the  directors  and
officers of the Company:

HERDEV S. RAYAT - President,  Director and Chief Executive Officer.  Since 1994,
Mr.  Rayat has  served as  President  of Thor West  Management  Group,  Inc.,  a
privately held management and consulting  services company.  Mr. Rayat is also a
Director of Entheos Technologies.

HARVINDER DHALIWAL - Director.  Mr. Dhaliwal is the President and CEO of Sight &
Sound  Ltd.  between  1985 and 2000.  Since  2000,  Mr.  Dhaliwal  has  provided
managerial consulting services to various early stage corporations. Mr. Dhaliwal
is also a Director of Enterprise Technologies, Inc. and Zeta Corporation.

ARIAN SOHEILI - Secretary,  Treasurer and Director.  Mr. Soheili  graduated from
Simon Fraser University with a Bachelor of Business  Administration  majoring in
Accounting and Management  Information Systems.  From 1995 to December 1998, Mr.
Soheili worked for Deloitte & Touche,  providing  clients with system strategies
for technology  implemenation and e-commerce solutions.  Since January 1999, Mr.
Soheili has been the  President  and founder of Precision  Accounting  Systems &
Solutions.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors,  officers and persons who own more than
10 percent of a registered  class of the Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission ("the Commission").  Directors,  officers and greater than 10 percent
beneficial owners are required by applicable  regulations to furnish the Company
with  copies of all forms  they file with the  Commission  pursuant  to  Section
16(a).  Based  solely upon a review of the copies of the forms  furnished to the
Company,  the Company  believes that during fiscal 2002 the Section 16(a) filing
requirements  applicable  to its  directors  and  executive  officers  were  not
satisfied.

ITEM 10: EXECUTIVE COMPENSATION

Remuneration and Executive Compensation
---------------------------------------

The following table shows,  for the three-year  period ended March 31, 2002, the
cash  compensation  paid by the Company,  as well as certain other  compensation
paid for such year, to the Company's Chief  Executive  Officer and the Company's
other most highly  compensated  executive  officers.  Except as set forth on the
following  table, no executive  officer of the Company had a total annual salary
and bonus for 2002 that exceeded $100,000.

<PAGE>

<TABLE>
Summary Compensation Table
--------------------------
<CAPTION>
                                                                                 Securities
                                                                                 Underlying
Name and                                                                         Options       All Other
Principal Position                    Year     Salary     Bonus      Other       Granted       Compensation
------------------                    ----     ------     -----      -----       -------       ------------
<S>                                   <C>      <C>          <C>      <C>         <C>           <C>
Herdev S. Rayat                       2002     $32,000      $0        $0               0            $0
President & CEO                       2001     $32,000      $0        $0               0            $0
Director                              2000     $32,000      $0        $0               0            $0

Harvinder Dhaliwal                    2002          $0      $0        $0               0            $0
Director                              2001          $0      $0        $0               0            $0
                                      2000          $0      $0        $0               0            $0

Arian Soheili                        2002           $0      $0        $0               0            $0
Director                             2001           $0      $0        $0               0            $0
                                     2000           $0      $0        $0               0            $0
</TABLE>

Stock Option Grants in Fiscal 2002
----------------------------------

Shown below is further  information  regarding  employee  stock options  awarded
during fiscal 2002 to the named officers and directors:

<TABLE>
<CAPTION>
                           Number of     % of Total
                           Securities    Options
                           Underlying    Granted to     Exercise    Expiration
Name                       Options       Employees      Price       Date
----                       -------       ---------      -----       ----
<S>                        <C>           <C>            <C>         <C>
None

</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15th, 2002, the beneficial ownership
of the  Company's  Common Stock by each  director and  executive  officer of the
Company and each person known by the Company to beneficially own more than 5% of
the  Company's  Common  Stock  outstanding  as of such  date  and the  executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                     Number of Shares
Person or Group                                      of Common Stock                  Percent
---------------                                      ---------------                  -------
<S>                                                  <C>                              <C>
Herdev S. Rayat (1)                                      5,000,000                    64%
214-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Harvinder Dhaliwal                                               0                     0.0%
214-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Arian Soheili                                                    0                     0.0%
214-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Directors and Executive Officers                         5,000,000                    64%
as a group (3 persons)

</TABLE>

(1) Other members of Mr. Rayat's family hold shares and share purchase warrants.
Mr.  Rayat  disclaims  beneficial  ownership  of the shares  and share  purchase
warrants beneficially owned by other family members.

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2002 and 2001, the Company charged  $32,000 and $32,000,  respectively to
operations for management and consulting fees incurred for services  rendered by
the president and majority stockholder.  Accrued management fees as of March 31,
2002 amounted to $69,000. The Company has not converted any debt for equity.

The Company's  office is located at Suite 214, 1628 West 1st Avenue,  Vancouver,
B.C.,  V6J-1G1.  These  premises are owned by Mr.  Herdev S. Rayat the Company's
President and CEO. At present, the Company pays $500 rent per month.

As of March 31, 2002,  the Company had borrowed  $110,000 from its President and
CEO.


PART IV

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the Company's fourth fiscal quarter.


<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized on this 27th day of
June, 2002.

                                                                e.Deal.net, Inc.


                                                             /s/ Herdev S. Rayat
                                                             -------------------
                                                             By: Herdev S. Rayat
                                                               President and CEO


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                           Title                                       Date
------------                        -----                                       ------
<S>                                 <C>                                         <C>

/s/ Herdev S. Rayat                 Director and CEO                            June 27th, 2002
-------------------                 ----------------                            ---------------
Herdev S. Rayat


/s/ Arian Soheili                   Director, Secretary/Treasurer               June 27th, 2002
-------------------                 -----------------------------               ---------------
Arian Soheili


/s/ Harv Dhaliwal                   Director                                    June 27th, 2002
----------------------              --------                                    ---------------
Harv Dhaliwal

</TABLE>