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

                                    FORM 20-F


(MARK  ONE)

[ ]    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934

                                        OR

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

       FOR  THE  FISCAL  YEAR  ENDED  MARCH  31,  2000

                                        OR

[ ]    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR  15(d)  OF THE SECURITIES
       EXCHANGE  ACT  OF  1934
       For  the  transition  period  from  ______________  to  _______________

       Commission  file  number:  0-30314


Dealcheck.com  Inc.
-------------------------------------------------------------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)


Inapplicable
-------------------------------------------------------------------
     (Translation  of  Registrant's  name  into  English)


Province  of  Ontario,  Canada
-------------------------------------------------------------------
     (Jurisdiction  of  incorporation  or  organization)


65 Queen Street West, Suite 1905, Toronto, Ontario M5H 2M5, Canada
-------------------------------------------------------------------
     (Address  of  principal  executive  offices)


Securities  registered or to be registered pursuant to Section 12(b) of the Act.


     Title  of  each  class                    Name  of  each  exchange
                                                 on which registered
--------------------------------------------------------------------------------
                                  Inapplicable
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>
Securities  registered or to be registered pursuant to Section 12(g) of the Act.

                                  Inapplicable
--------------------------------------------------------------------------------
                                (Title of Class)


Securities  for  which there is a reporting obligation pursuant to Section 15(d)
of  the  Act

                         Common shares without par value
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate  the  number  of  outstanding shares of each of the Issuer's classes of
capital  or  common  stock  as  of the close of the period covered by the annual
report

4,049,316  Common  shares  without  par  value  as  at  March  31,  2000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  report)  and  (2)  has  been  subject  to  such filing
requirements  for  the  past  90  days.
                                        Yes       No   X
                                            ---       ---

Indicate by check mark which financial statement item the registrant has elected
to  follow

                                        Item 17: X       Item  18
                                                ---            ---


<TABLE>
<CAPTION>
                       TABLE OF CONTENTS

PART  I                                                    PAGE
-------                                                    ----
NO.
---
<S>         <C>                                             <C>
Item 1      Description of Business                          1

ITEM 2      DESCRIPTION OF PROPERTY                          7

ITEM 3      LEGAL PROCEEDINGS                                7

ITEM 4      CONTROL OF COMPANY                               7

ITEM 5      NATURE OF TRADING MARKET                         8

ITEM 6      EXCHANGE CONTROLS AND OTHER LIMITATIONS         10
            AFFECTING SECURITY HOLDERS

ITEM 7      TAXATION                                        11

ITEM 8      SELECTED FINANCIAL DATA                         13
                  Statement of Operations Data
                  Balance Sheet data
                  Exchange Rates

ITEM 9      MANAGEMENT'S DISCUSSION AND ANALYSIS OF         16
            FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                 Results of Operations
                 Liquidity and Capital Resources

ITEM 10     DIRECTORS AND OFFICERS OF THE COMPANY           24

ITEM 11     COMPENSATION OF DIRECTORS AND OFFICERS          26

ITEM 12     OPTIONS TO PURCHASE SECURITIES FROM             27
            COMPANY OR SUBSIDIARY
ITEM 13     INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS  27

PART II
-------

ITEM 14     DESCRIPTION OF SECURITIES TO BE REGISTERED      27

PART IV
-------
ITEM 17     FINANCIAL STATEMENTS                            27
-------
ITEM 18     FINANCIAL STATEMENTS                            28
ITEM 19     FINANCIAL STATEMENTS AND EXHIBITS               28

            (a)       Index to Financial Statements
            (b)       Exhibits

SIGNATURE                                                   30
</TABLE>


<PAGE>
PART  1

ITEM  1  -  DESCRIPTION  OF  BUSINESS
-------------------------------------

COMPANY  HISTORY  AND  OVERVIEW
-------------------------------

Dealcheck.com  Inc.  ("the  Company')  was  incorporated  under  the  Business
Corporation  Act  (Ontario)  in  1973  and is based in Toronto, Ontario, Canada.

The  Company  went  through  seven  name  changes  and four major changes in its
business  activities. Details of these changes were provided in the Registration
Statement  F-20  dated  June 12, 2000. The significant changes, briefly, were as
follows:

     a.   The Company was incorporated  under the name "Kamlo Gold Mines Limited
          and remained an inactive shell from the date of incorporation to 1985.

     b.   Between 1986 and 1982, the Company was involved in the  development of
          a new  technology  for the marine  propulsion  business.  During  this
          period, the Company went through three name changes.

     c.   Between 1993 and 1996,  the Company was  involved in the  distribution
          and manufacture of a snack food. During this period,  the Company went
          through two more name changes.


The  Company remained an inactive shell since the closure of snack food business
in  November  1996  until  December 1998 when it changed its name to the current
name  and  agreed  on  a  new  business  strategy.

The  Company  had  no  sales since April 1, 1996 and incurred significant losses
since  inception.  Accumulated  deficit  at  March  31,  2000 was $17.3 million.

The  Company's operating cash requirement for the past three years was funded by
amongst  others, certain shareholders one of whom has a consulting contract with
the  Company.

FISCAL  1999  AND  THE  NEW  BUSINESS  STRATEGY
-----------------------------------------------

A new business strategy evolved in December 1998 after considerable deliberation
among  the  directors  and  management  and comments from the lenders/investors.

The  new  strategy  includes internal development and operations of wholly owned
Internet  business  concepts  as  well as investing in new and emerging Internet
companies that have demonstrated synergies with the Company's core business. The
Company's  strategy  also  envisions  and promotes opportunities for synergistic
business  relationships  among  the  companies  within  its  portfolio.


<PAGE>
For  the  remainder  of  the  fiscal  year 1999, the management began evaluating
business proposals and eventually in March 1999 made an investment of $64,914 in
the  equity  capital  of World Vacation Club.com., a Nevada incorporated private
Company  seeking  to  develop  online  vacation  properties  rental/management
services.  As  explained  later, this investment was disposed off at cost in May
2000.

OVERVIEW  OF  THE  FISCAL  YEAR  ENDED  MARCH  31,  2000
--------------------------------------------------------

The  management  continued  to  pursue  the  new  business strategy developed in
December  1998.

BUSINESS  INVESTMENTS

The  Company  successfully  completed  a private placement and raised about $3.2
millions. Net proceeds from the private placement were initially placed in money
market  account  with  Bank  of  Montreal,  one of the major Canadian commercial
banks.

The  Company's  overall  business  activities  were  three-fold

-    The  Company  invested  funds  in  short  term  investments  in  marketable
     securities  of  new  or  emerging  public   companies,   in  non-marketable
     securities of private  companies and in convertible  debenture of a private
     company.  All these  companies  were  primarily  engaged in  development of
     Internet related businesses. Investments in marketable securities were made
     through three major  brokerage  firms with whom the Company opened accounts
     for this purpose.  These investments were intended to be for a short period
     of under six months,  until identification of and investment into long term
     business opportunities. Market value of these investments at March 31, 2000
     was approx. $1.2 million.

-    The  Company  acquired  a new  Internet  business  concept,  EduVu.com  and
     internally  developed another one,  IRCheck.com.  The Company also spent on
     developing  its own  comprehensive  web site.  Both the  business  concepts
     envisage  creation of information  portals for users in a specific industry
     group.  EduVu.com aims at creating an educational portal  serving students,
     teachers and parents on a global basis.  While IRCheck.com aims at building
     web site which will provide  details on Investors  Relations  firms for the
     small to medium size public  companies  seeking to outsource their investor
     relation  matters.  The  revenue  opportunities  in these  businesses  will
     comprise  subscription  fees  chargeable  to the  owners  of  the  contents
     included  in the  portal  (IRCheck.com  - IR  firms)  and user  fees to the
     visitors to the portal requiring  customized  information  beyond the basic
     free  information.  Other  sources of  revenue  will  include  sponsorship,
     product  packaging and sale of  proprietary  database.  The Company spent a
     total of $165,370 up to March 31,  2000 on these  projects,  broken down by
     project as follows:


<PAGE>
            Shellfn.com               $  77,584
            IRCheck.com               $  10,000
            EduVu.com                 $  33,500
            Dealcheck.com             $  44,286

-    The Company made equity  investments  in three  different  new and emerging
     Internet   businesses  whose  business  strategy  shows  synergy  with  the
     Company's core business.  Net amount invested in these  businesses at March
     31, 2000 was $782,687.

Full  details  of these investments and related business activities are provided
under  "Management's Discussion and Analysis of Financial Conditions and Results
of  Operations  "  section  of  this  Report.

During  the  fiscal  year  the  company  provided  certain  accounting  and
administrative  services to one of the investees for which the Company charged a
fee of $10,000. The arrangement with this investee expired on March 31, 2000 and
no  further  services  are  expected  to  be  provided  to  the  said  investee.

PRIVATE  PLACEMENTS

The Company initiated a private placement in December 1999 involving issuance of
885,000 Company units, each unit priced at $2.80 US and comprised of one Company
common share and one share purchase warrant, each such warrant being exercisable
to  purchase one further Company common share at the price of $3.50 US within 12
months.

All  units  were  fully  subscribed  and  paid  for  before the fiscal year end.
Expenses  of  issue, comprising arrangement fee, of $359,161 were charged to the
gross  proceeds  of  $3,610,821.  These  units  were acquired by ten arms-length
entities.

816,700  common shares and related warrants were issued up to March 31, 2000. No
warrant  was  exercised  during  the  year. The issuance of the remaining 68,300
common  shares  has  been  withheld  at  the  request  of  the  investees.

Funds  received  under  this  private placement were not subject to any specific
spending  restrictions.

RISKS  RELATING  TO  INTERNET  INDUSTRY
---------------------------------------

Concerns  regarding  security  of  transactions  and  transmitting  confidential
Information  over  the  Internet  may  have  an  adverse impact on the Company's
proposed  business  and  on the businesses of the entities  in which the Company
holds  equity  or  non  equity  interest.

 The  management  believes  that  concern regarding the security of confidential
information transmitted over the Internet prevents many potential customers from
engaging  in  online transactions. If the Company or its investees entities that
will  depend on such transactions do not add sufficient security features to the
future  product  releases,  the  products  and  services  may  not  gain  market
acceptance  or  there  may  be  additional  legal  exposure.


<PAGE>
The  infrastructure,  i.e.  E-Mail  server,  of  the  Company  and its investees
entities  is potentially vulnerable to physical or electronic break-ins, viruses
or  similar  problems. If a person circumvents the security measures imposed, he
or  she  could  misappropriate  proprietary information or cause interruption in
operations  of  the  Company.  Security  breaches  that  result  in  access  to
confidential  information  could damage the reputation of the company and expose
it to a risk of loss or liability. The Company and its investee entities  may be
required  to  make  significant  investments  and  efforts to protect against or
remedy  security  breaches. Additionally, as e-commerce becomes more widespread,
The  Company'  s and its investee entities' potential customers will become more
concerned  about  security.  Unless their concerns are not adequately addressed,
The  Company  and  its  investee entities  may be unable to sell their goods and
services.

The  Company  and its investee entities plan to operate in markets characterized
by  rapid  technology change, frequent new product and service introductions and
evolving  industry standards. Significant technological changes could render the
existing  Web site technology or other products and services of  the Company and
its  investee  entities  obsolete  .  The e-commerce market's growth and intense
competition  may  exacerbate  these  conditions.

If  the Company and its investee entities  are unable to successfully respond to
these  developments  or  do not respond in a cost-effective way, their business,
financial  condition  and  operating  results  will be adversely affected. To be
successful  The  Company  and  its  investee entities  must adapt to the rapidly
changing  markets  by  continually  improving  the  responsiveness, services and
features of our products and services and by developing new features to meet the
needs  of  their customers. Their success will depend, in part, on their ability
to  license  leading  technologies  useful  in  their  businesses, enhance their
products  and services and develop new offerings and technology that address the
needs  of their customers. The Company and its investee entities  will also need
to  respond to technological advances and emerging industry standards in a cost-
effective  and  timely  manner.

Government  regulations  and  legal uncertainties may place financial burdens on
the  business  of  The  Company  and  its  investee  entities

     As  at  March  31,  2000,  there  were  few  laws  or  regulations directed
specifically  at  e-commerce.  However, because of the Internet's popularity and
increasing  use,  new  laws  and  regulations  may  be  adopted.  These laws and
regulations  may cover issues such as the collection of and use of data from Web
site  visitors  and related privacy issues, pricing, content, copyrights, online
gambling,  distribution  and the quality of goods and services. The enactment of
any  additional  laws  or  regulations may impede the growth of the Internet and
e-commerce,  which  could  decrease  the potential revenue  and place additional
financial  burdens  on  the  business  of  the Company and its investee entities


<PAGE>
     Laws  and  regulations  directly  applicable  to  e-commerce  or  Internet
communications  are  becoming  more  prevalent.  For  example, Congress recently
enacted  laws  regarding  online  copyright  infringement  and the protection of
information  collected  online from children. Although these laws may not have a
direct  adverse  effect on the proposed business of the Company and its investee
entities  ,  they  add  to  the  legal and regulatory burden faced by e-commerce
companies.

Currency  and  Exchange  Rates.

All  dollar  amounts  set  forth  in this report are in Canadian dollars, except
where  otherwise  indicated.  The  following  table  sets forth (i) the rates of
exchange  for  the  Canadian dollar, expressed in U.S. dollars, in effect at the
end  of each of the periods indicated; (ii) the average exchange rates in effect
on  the  last  day  of  each  month  during such periods; (iii) the high and low
exchange rate during such periods, in each case based on the noon buying rate in
New  York  City for cable transfers in Canadian dollars as certified for customs
purposes  by  the  Federal  Reserve  Bank  of  New  York.

<TABLE>
<CAPTION>
                                2000       1999       1998
                                ----       ----       ----
<S>                            <C>        <C>        <C>
Rate at end of Period          .6879      .6626      .7052
Average Rate During Period     .6810      .6629      .7127
High Rate                      .6925      .7055      .7317
Low Rate                       .6636      .6351      .6832
</TABLE>

ITEM  2     DESCRIPTION  OF  PROPERTY
-------------------------------------

The  administrative  head office of the Company is located in leased premises at
65  Queen  Street  West, Suite 1905, Toronto, Ontario, Canada. The premises were
subleased  on  a  month-by-month  basis  until  January  31,  2000.

The  Company decided to acquire additional premises in the light of the shortage
of  commercial space expected in Toronto and to accommodate future expansion and
to  provide  fulfillment  services  to  its  investee  entities

As  a  result,  the Company signed on January 20, 2000 a lease agreement for the
above  premises for a period of five years and four months from February 1, 2000
to May 30, 2005. On March 20, 2000, the Company signed a supplementary lease for
additional  premises adjacent to the existing premises ending on the same day as
the  main  premises  lease  i.e.  May  30,  2005.


<PAGE>
Total  area  of  the premises is approximately 4,000 sq. ft., about 60% of these
premises  have  been  sub  leased  on  a month-to-month basis to other entities,
Ontario  private  companies,  in  which  the  directors  of  the  Company  have
significant  ownership  control.

ITEM  3     LEGAL  PROCEEDINGS
------------------------------

There  are  no material legal proceedings in progress or to the knowledge of the
Company,  pending  or threatened to which the Company is a party or to which any
of  its  properties  is  subject.

ITEM  4.    CONTROL  OF  THE  COMPANY
-------------------------------------

The  Company's  securities  are  recorded  on the books of its transfer agent in
registered  form.  The  majority  of such shares are, however, registered in the
name of intermediaries such as brokerage houses and clearing houses on behalf of
their  respective clients. The Company does not have knowledge of the beneficial
owners  thereof.  To  the  best of its knowledge the Company is not directly nor
indirectly  owned  or  controlled  by  another  corporation(s)  or  by a foreign
government.

The  following  table sets forth information, provided by the Company's transfer
agents,  regarding  the  beneficial  ownership of shares of the Company's Common
Stock  as of August 21, 2000  by (i) all stockholders known to the Company to be
beneficial owners of more than 10% of the outstanding Common Stock; and (ii) all
officers  and  directors  of  the Company as a group. Except as may be otherwise
indicated  in  the footnotes to the table, each person has sole voting power and
sole  dispositive  power  as to all of the shares shown as beneficially owned by
them.

<TABLE>
<CAPTION>
              Name of            Common Stock       Percent
          Beneficial Owner     Beneficially Owned  Owned (1)
<S>                            <C>                 <C>
           CDS & Co. (2)                1,801,248        44%
           CEDE & Co. (2)                 496,927        12%
           Frank Calandra in Trust (2)    500,000        12%
           All officers and
           Directors)                      66,667         2%
           as a group
           (three total)
<FN>
(1)  Based  on  4,117,616  shares  issued  and  outstanding  at  August 21, 2000

(2)  The  beneficial  owners  are  unknown  to  the Company and its Officers and
Directors.
</TABLE>

There  are  no  voting  agreements  or  similar  arrangements (formal, informal,
written,  or  oral)  known  to  management  to  exist.


<PAGE>
ITEM  5     NATURE  OF  TRADING  MARKET
---------------------------------------

The  Company's  common shares were traded on the Over The Counter Bulletin Board
(OTCBB)  and  Canadian Dealing Network (CDN) under different symbols ending with
the  symbol  "FDQI"  until  January  20,  1999.

Following the name change and 15:1 common shares consolidation in December 1998,
the  Company's  common  shares  were  traded primarily on OTCBB under the symbol
"Deal"  effective  January 21, 1999. The symbol was further changed to "NMBC" on
August    13,  1999  and  then  to  "DCHK"  on  November  3,  1999.

On  May 26, 2000, the Company shares were de-listed from OTCBB and began trading
on  the  "Pink Sheet" pending clearance of the Registration Statement,      F-20
by  Securities  and Exchange Commission (SEC). The Company filed F-20 originally
in  December  1999 and then filed several amendments in response to the comments
received  from SEC to its submissions. The SEC clearance was finally received on
June  16, 2000 and the common shares of the Company began trading again on OTCBB
effective  August  2,  2000.

The  following table sets forth the reported high and low sale prices and volume
traded  for  the  common shares as quoted on OTCBB or Pink Sheet  on a quarterly
basis  since  April  1,  1998

<TABLE>
<CAPTION>
--------------------------------------------------------
PERIOD  (M/D/Y)      HIGH      LOW        VOLUME  FOR
                     (IN US DOLLAR)       QUARTER
--------------------------------------------------------
<S>                  <C>       <C>        <C>
4/1/98 - 6/30/98     0.07      0.01          66,800
7/1/98 -  9/30/98    0.11      0.02       1,227,700
10/1/98 - 12/31/98   0.02      0.01         459,000
1/1/99 - 1/25/99     0.09      0.01         282,200
1/25/99 -3/31/99*    4.00      0.875        225,700

4/1/99 - 6/30/99*   3.125      1.375        230,700
7/1/99 -  9/30/99*   2.50      1.75         152,700
10/1/99 - 12/31/99   8.00      2.00         277,500
1/1/00 - 3/31/00     6.50      2.75         223,000
</TABLE>

-     Reflects prices after the consolidation of 15 old
      common shares into 1 new common  share.

--------------------------------------------------------

The following table sets forth the reported high and low sale prices and average
volume  traded for the common shares as quoted on CDN on a quarterly basis since
April  1,  1998


<PAGE>
<TABLE>
<CAPTION>
PERIOD  (M/D/Y)             HIGH   LOW   VOLUME
                         (IN CANADIAN    FOR
                           DOLLAR)
----------------------------------------------
<S>                      <C>    <C>    <C>
4/1/98 - 6/30/98          0.080  0.050  112,355
7/1/98 -  9/30/98         0.195  0.050  500,740
10/1/98 - 12/31/98        0.130  0.010  201,252
1/1/99 - 1/25/99          0.080  0.050  156,000
1/25/99 -3/31/99*     x   3.75            1,000
4/1/99 - 6/30/99*     x
7/1/99 -  9/30/99*    x
</TABLE>
-     Reflects prices after the consolidation
      of 15 old common shares into 1 new
      common  share.

X     There was only one transaction - 1,000
      shares traded for $3.75 - since
      Consolidation  date  till  to  date.
----------------------------------------------

As of March 31, 2000, the Company's share register indicated that 401,515 of the
issued  and  outstanding  common  shares  were  held  by  446  shareholders with
addresses in the United States, representing approximately 10% of the issued and
outstanding  common  shares  of  the  Company.

ITEM  6.  EXCHANGE  CONTROLS  AND  OTHER LIMITATIONS AFFECTING SECURITY HOLDERS.

Canada has no system of exchange controls. There are no exchange restrictions on
borrowing  from  foreign countries nor on the remittance of dividends, interest,
royalties  and similar payments, management fees, loan repayments, settlement of
trade  debts,  or  the  repatriation  of capital. The Investment Canada Act (the
"Act")  enacted  on  June  20, 1985, as amended by the Canada-United States Free
Trade  Agreement  Implementation  Act  (Canada), requires the prior notification
and,  in  certain cases, advance review and approval by the Government of Canada
of  the  acquisition  by a "non-Canadian" of "control" of a "Canadian business,"
all  as  defined  in  the  Act.  For  the purposes of the Act,  "control" can be
acquired  through the acquisition of all or substantially all of the assets used
in  the Canadian business, or the direct or indirect acquisition of interests in
an  entity  that  carries  on  a Canadian business or which controls the entity,
which  carries on the Canadian business. Under the Act, control of a corporation
is  deemed  to  be  acquired through the acquisition of a majority of the voting
shares  of  a  corporation,  and  is  presumed  to  be  acquired where more than
one-third,  but  less than a majority, of the voting shares of a corporation are
acquired, unless it can be established that the corporation is not controlled in
fact  through the ownership of voting shares. Other rules apply  with respect to
the  acquisition  of  non-corporate  entities.  Under  the  Act,  the Company is
considered  a  Canadian  business.


<PAGE>
Investments  requiring  review  and  approval  include  direct  acquisitions  of
Canadian  businesses  with assets with a gross book value of $5,000,000 or more;
indirect acquisitions of Canadian businesses with assets of $50,000,000 or more;
and  indirect  acquisitions  of Canadian businesses where the value of assets of
the  entity  or  entities  carrying  on  business in Canada, control of which is
indirectly  being  acquired,  is  greater than $5,000,000 and represents greater
than  50%  of  the  total value of the assets of all of the entities, control of
which  is  being acquired. Subject to certain exceptions, where an investment is
made  by  an "American," or the vendor of the Canadian business is an "American"
(as  defined in the Act), the monetary thresholds discussed above are higher. In
these circumstances the monetary threshold with regard to direct acquisitions is
$150,000,000  in constant 1992 dollars as determined in accordance with the Act.

The  monetary  threshold  for  indirect  acquisitions,  where  the  value of the
assetsof  the  entity or entities carrying on business in Canada is greater than
50%  of  the total value of the assets of all of the entities being acquired, is
$150,000,000  in  constant 1992 dollars as determined in accordance with the Act
Other  indirect acquisitions of Canadian businesses by or from Americans are not
subject  to  review.

An  "American",  as  defined  under  the  Act,  includes  an individual who is a
national  of  the  United States or is lawfully admitted for permanent residence
within  the meaning of the Immigration and Nationality Act of the United States,
and  a corporation that is controlled by an American in accordance with the Act.

Special  rules  apply  with  respect  to investments by non-Canadians to acquire
control  of  Canadian  businesses  that  engage in certain specified activities,
including  financial  services, transportation services, and activities relating
to  Canada's  cultural  heritage  or  national  identity.  If  an  investment is
reviewable,  an  application  for review in the form prescribed by regulation is
normally  required to be filed with the Agency (established by the Act) prior to
the  investment taking place and the investment may not be consummated until the
review  has  been  completed and ministerial approval obtained. Applications for
review  concerning  indirect  acquisitions  may be filed up to 30 days after the
investment  is  consummated.  Applications  concerning reviewable investments in
culturally sensitive and other specified activities referred to in the preceding
paragraph  are required upon receipt of a notice for review. There is, moreover,
provision for the Minister (a person designated as such under the Act) to permit
an investment to be consummated prior to completion of review if he is satisfied
that  delay  would  cause  undue  hardship  to  the  acquirer  or jeopardize the
operation  of  the  Canadian  business  that  is  being  acquired.

The Agency will submit the application for review to the Minister, together with
any  other  information  or  written  undertakings given by the acquirer and any
representation  submitted  to  the  Agency  by  a  province that is likely to be
significantly  affected  by  the  investment.  The  Minister will then determine
whether  the  investment is likely to be of "net benefit to Canada," taking into
account  the  information  provided  and  having  regard  to  certain factors of
assessment prescribed under the Act. Among the factors to be considered are: (i)
the  effect  of  the  investment on the level and nature of economic activity in
Canada,  including  the  effect  on  employment,  on resource processing, on the
utilization of parts, components and services produced in Canada, and on exports
from  Canada;  (ii) the degree and significance of participation by Canadians in
the  Canadian  business  and in any industry in Canada of which it forms a part;
(iii)  the  effect  of  the  investment  on productivity, industrial efficiency,
technological  development,  product  innovation, and product variety in Canada;
(iv)  the  effect  of  the  investment  on  competition  within  any industry or
industries  in  Canada;  (v)  the  compatibility of the investment with national
industrial,  economic  and  cultural objectives enunciated by the government, or
legislature  of  any  province  likely  to  be  significantly  affected  by  the
investment;  and  (vi) the contribution of the investment to Canada's ability to
compete  in  world  markets.


<PAGE>
Within  45  days after a completed application for review has been received, the
Minister  must  notify the investor that (a) he is satisfied that the investment
is  likely to be of "net benefit to Canada," or (b) he is unable to complete his
review  in  which  case  he shall have 30 additional days to complete his review
(unless  the investor agrees to a longer period) or (c) he is not satisfied that
the  investment  is  likely  to  be  of  "net  benefit  to  Canada."

If  the Minister is unable to complete his review and no decision has been taken
within  the  prescribed  or  agreed  upon  time,  the  Minister  is deemed to be
satisfied  that  the  investment  is  likely  to  be of "net benefit to Canada."

Where  the  Minister  has advised the investor that he is not satisfied that the
investment  is likely to be of net benefit to Canada, the acquirer has the right
to  make  representations  and submit undertakings within 30 days of the date of
the  notice  (or any further period that is agreed upon between the investor and
the  Minister). On the expiration of the 30-day period (or an agreed extension),

the  Minister  must  notify the investor whether or not he is satisfied that the
investment  is  likely to be of "net benefit to Canada." In the latter case, the
investor  may  not proceed with the investment or, if the investment has already
been  consummated,  must  relinquish  control  of  the  Canadian  business.


ITEM  7.  TAXATION.

CANADIAN  FEDERAL  INCOME  TAXATION.
------------------------------------

The  following  discussion is a summary of the principal Canadian federal income
tax  considerations  generally  applicable to purchasers of the Company's Common
stock  pursuant  to  this  registration  who, for purposes of the Income Tax Act
(Canada)  (the  "Canadian  Act"),  deal  at  arm's length with the Company, hold
shares  of  Common stock as capital property, are not residents of Canada at any
time when holding Common stock, and do not use or hold and are not deemed to use
or  hold  Common  stock  in  or in the course of carrying on business in Canada.


<PAGE>
This  summary  is  based  on  the  current  provision  of  the Canadian Act, the
regulations thereunder and the Canada-United States Income Tax Convention (1980)
(the "Treaty") as amended. This summary takes into account specific proposals to
amend the Canadian Act and the regulations there under publicly announced by the
Minister  of Finance prior to the date hereof and the Company's understanding of
the  current  published administrative and assessing practices of Revenue Canada
Taxation. This summary does not take into account Canadian provincial income tax
laws  or  the  income  tax  laws  of  any  country  other  than  Canada.

A  shareholder  of  the Company will generally not be subject to tax pursuant to
the  Canadian  Act  on  a capital gain realized on a disposition of Common stock
unless  the  Capital Stock is "taxable Canadian property" to the shareholder for
purposes  of  the  Canadian  Act  and the shareholder is not eligible for relief
pursuant  to  an  applicable bilateral tax treaty. The Capital Stock will not be
taxable  Canadian  property  to  a  shareholder  provided  that the Company is a
"public  corporation"  within  the meaning of the Canadian Act and provided that
such  shareholder,  or  persons  with  whom such shareholder did not deal at arm
length (within the meaning of the Canadian Act), or any combination thereof, did
not  own  25% or more of the issued shares of any class or series of the Company
at any time within five years immediately preceding the date of disposition. The
Company  is  a  "public  corporation" within the meaning of the Canadian Act. In
addition,  the  Treaty  will generally exempt a shareholder who is a resident of
the  United  States  for  purposes  of  the  Treaty  from  tax  in  respect of a
disposition of Common stock provided that the value of the shares of the Company
is  not  derived  principally  from  real property (including resource property)
situated  in  Canada and provided such shareholder does not have and has not had
within  the  12-month period preceding the disposition a permanent establishment
or  fixed  base  available  to  such  shareholder  in  Canada.

Any  dividend, including stock dividends, paid or credited, or deemed to be paid
or  credited,  by  the  Company  to  a  shareholder  will be subject to Canadian
withholding  tax at the rate of 25% on the gross amount of the dividend, subject
to  the  provisions  of  any  applicable  income tax convention. Pursuant to the
Treaty,  the rate of withholding tax generally will be reduced to 15% in respect
of  dividends  paid  to a shareholder who is a resident of the United States for
purposes  of the Treaty and further reduced to 5% if the beneficial owner of the
shares is a corporation owning at least 10% of the voting shares of the Company.

United  States  Taxation.

For  federal  income tax purposes, an individual who is a citizen or resident of
the  United States or a domestic corporation ("U. S. Taxpayer") will recognize a
gain  or  loss on the sale of the Company's Common stock equal to the difference
between  the  proceeds  from such sale and the adjusted cost basis in the Common
stock.  The gain or loss will be a capital gain or capital loss if the Company's
Common  stock  is  a  capital  asset  in  the  hands  of  the  U.S.  Taxpayer.


<PAGE>
For  federal income tax purposes, a U.S. Taxpayer will be required to include in
gross  income  dividends received on the Company's Common stock. A U.S. Taxpayer
who  pays  Canadian  tax  on  a  dividend  on the Common stock will be entitled,
subject  to  certain  limitations,  to  a credit (or alternatively, a deduction)
against  federal income tax liability. A domestic corporation that owns at least
10%  of  the  voting  stock  of the Company should consult its tax advisor as to
applicability  of  the  dividends  received deduction or deemed paid foreign tax
credit  with  respect  to  dividends  paid  on  the  Company's  Common  stock.

The foregoing discussion of Canadian taxation and United States taxation is of a
general  and  summary  nature  only  and is not intended to be, nor should it be
considered  to  be,  legal  or  tax  advice  to  any  particular  shareholder.
Accordingly,  prospective  investors should consult their own tax advisors as to
the  tax  consequences  of  receiving dividends from the company or disposing of
their  common  stock.

ITEM  8     SELECTED  FINANCIAL  DATA
            -------------------------


This  Report  includes  consolidated financial statements of the Company for the
years  ended  March  31,  2000,  1999  and  1998.These financial statements were
prepared  in accordance with accounting principles generally accepted in Canada.
Reference  is made to Financial Statement Notes for a discussion of the material
differences  between  Canadian  GAAP  and  U.S.  GAAP,  and  their effect on the
Company's  financial  statements.

The  following  is  a  selected  financial  data for the Company for each of the
fiscal  years  ended March 31, 1996,97, 98,99 and 2000, on a consolidated basis.
The  data  is extracted from the audited financial statements of the Company for
each  of  the  said  years.

SUMMARY  OF  FINANCIAL INFORMATION IN THE COMPANY FINANCIAL
STATEMENTS (Canadian $)

OPERATING  DATA  -  FISCAL  YEAR  ENDED  MARCH  31

<TABLE>
<CAPTION>
                               2000      1999      1998      1997      1996
<S>                        <C>         <C>       <C>       <C>       <C>
Sales/ Gross revenue       $   30,524       NIL       NIL       NIL  $ 83,923

Loss from Continuing       $1,390,457  $477,596  $563,035  $626,488  $908,004
  Operations

Loss from discontinued            NIL       NIL       NIL  $190,959  $446,194
  Operations

Loss per Share             $     0.52  $   0.35  $   0.51  $   0.75  $   2.55
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
BALANCE  SHEET  DATA  -  AS  AT  MARCH  31:
-------------------------------------------

                              2000          1999        1998        1997        1996
<S>                     <C>           <C>           <C>          <C>         <C>
Working Capital         $  1,483,128  $     28,690   ($649,329)  ($198,830)  ($169,649)
   (Deficit)

Total Assets            $  2,542,932  $    259,706  $   61,541   $ 116,744   $  134,558

Long Term Liabilities            NIL           NIL         NIL         NIL          NIL

Total Liabilities       $    220,312  $     98,290  $  705,028   $ 234,596   $  183,437

Shareholders' Equity    $  2,322,620  $    161,416   ($643,487)  ($117,852)    ($48,879)
   (Deficit)

Number of Shares         4,117,616**   2,832,616xx   1,122,615*  1,086,056*     728,180*
  Outstanding
<FN>
*    Recalculated on the basis of the 15:1 common share consolidation on October
     29, 1998 to make them comparable with the fiscal 1999.

**   The number of shares  includes  68,300 shares,  subscribed and paid for but
     not yet issued

xx   The number of shares  included  700,000 shares to be issued to shareholders
     in settlement of their advances of $525,000 at $0.75 per share. Shares were
     issued subsequent to the year end.
</TABLE>

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

The  following  discussion  should  be  read  in  conjunction with the financial
Statements  of the Company and notes thereto contained elsewhere in this report.

RESULTS  OF  OPERATIONS
----------------------------------------------------------
Year  ended  March  31     2000          1999         1998

                        ------------in 000' CDN$----------

Income                        31            -            -
Expenses                   1,421          478          563
                        ----------------------------------
Net  Loss  for  year       1,390          478          563

Deficit at end of year    17,338       15,948       15,470
----------------------------------------------------------


<PAGE>
During fiscal year 1999, the management developed a new business strategy, which
comprised  Internet  development  and fulfillment services. The strategy aims at
internal  development  and operations of wholly owned Internet business concepts
as  well  as  investing  in  new  and emerging Internet companies whose business
synergies  with  the  Company's  new  strategy.

During  the  fiscal  year  2000,  the  Company  successfully completed a private
placement and raised about $3.3 million. The management also began reviewing and
investing  in  various  Internet  business opportunities. These are discussed in
detail  in  the  Investment  section  under  "Liquidity and Capital requirement"
below.

The  Company earned an Interest income of $20,524 during the last quarter of the
fiscal  year  ended  March  31,  2000 mainly from the funds held in money market
accounts with major commercial banks in Canada. No such income was earned in the
fiscal  years  1999  and  1998.

The  Company  also earned $10,000 from operational services comprising financial
and  administration  services provided to an investee during the fiscal 2000. no
such  income  was  earned  during  the  fiscal  years  1999  and  1998.

Total  expenses  net of losses on investments were $830,272 compared to $477,596
in  fiscal  1999  and $ 563,035 in fiscal 1998. The major components of expenses
are  as  follows:

TRAVEL,  PROMOTION  AND  CONSULTING  -

<TABLE>
<CAPTION>
Year ended March 31                                 2000      1999      1998
------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>
Travel, meals and entertainment                   102,545    17,310
Consulting                                        315,376   306,027   311,955
Promotion                                          49,914
                                                  ----------------------------
                                                  467,835   323,337   311,955
                                                  ============================
% of operating expenses                              56%       68%       55%
</TABLE>

Increase  in  travel,  meals  and  entertainment  costs  during  the fiscal 2000
compared  to  the earlier years were due to significant increase in the business
activities  involving  review  and  discussions with regards to various business
opportunities.

Consulting  costs include a consulting fee of $176,550  charged by a shareholder
under  a  Consulting   agreement.   The  services  provided  included  arranging
non-interest   bearing   working   capital  funds,   introduction   to  business
opportunities  and public  relations.  Fees charged in fiscal 1999 were $177,972
and in fiscal 1998 were $ 168,000.  Other  consulting fees of $138,826 in fiscal
2000 ($ 128,055 in fiscal 1999 and $143,955 in fiscal 1998) related to fees paid
for general IT, management and corporate services.


<PAGE>
Promotion  costs  comprised  advertisements  in  magazine  and  on the Internet,
relating  to  the Company's business strategy to attract business opportunities.

PROFESSIONAL  FEES

Professional fees in fiscal 2000 were $94,688 compared to $39,113 in fiscal 1999
and $75,593 in fiscal 1998. About 114% increase in fee from the last fiscal year
was  due  mainly  to  significant increase in the business activities, legal and
related  costs  of  private  placement  and  preparation  and  submission  of
registration  statement with Securities and Exchange Commission to acquire fully
reporting  company status and maintain the Company's listing on the OTC bulletin
board  of  NASDAQ.

PROJECTS  DEVELOPMENT  COSTS

Total  costs were $155,370 in fiscal 2000. There were no such costs in the prior
years.  These costs related to four projects involving design and development of
web  sites, which are fully owned by the Company. Further details of these Sites
are  given  in the Investment section under "Liquidity and Capital Requirements"

OTHER  OPERATING  COSTS

These  costs  include  rent, telephone, Internet, transfer agents fees and other
general  and  administration  costs.  Other  operating costs in fiscal 2000 were
112,379  compared  to  $115,146  in  fiscal 1999 and $165,487 in fiscal 1998 and
reflects the management's continued attention to keeping these costs to minimum.

NET  LOSS  ON  INVESTMENTS

The  net loss in fiscal 2000 was $ 590,709 compared to $ nil in the fiscal years
1999  and  1998  respectively  since in those years the Company did not have any
investments.

The  net  loss  is  made  up  of  three  components  -

HOLDING  LOSS  of  $  612,794  related  to  short term investments in marketable
securities of new and developing companies and resulted from adjusting the costs
of  these investments to their quoted market values at March 31, 2000 as per the
stated  accounting  policy.

PROVISION  FOR  NON-TEMPORARY  IMPAIRMENT in the carrying value of a non-trading
investment  of  $72,470  as  per  the  stated  accounting  policy  and

GAINS  of  $94,555  realized on disposal of short term investments in marketable
securities  during  the  year  ended  March  31,  2000.


<PAGE>
LIQUIDITY  AND  CAPITAL  REQUIREMENTS

CASH  AND  WORKING  CAPITAL

Cash  on  hand  at  March 31, 2000 was $425,968 compared to $64,368 at March 31,
1999.  Similarly, net working capital at March 31, 2000 was approx. $1.5 million
compared  to  $100,000  at  March  31,  1999.

Significant  improvement  in the liquidity of the Company in fiscal 2000 was the
result  of  a  successful  private  placement  of  approx.  $3.3 million and non
interest  bearing advances arranged by a shareholder under a consulting contract
of approx. $480,000, $300,000 of which were converted to equity during the year.

Trade  and Notes payables at March 31, 2000 were $40,549 compared to $ 90,673 at
March  31,  1999.

The net cash spent on operations during the fiscal 2000 was $678,197 compared to
511,295 in fiscal 1999 and $600,411 in fiscal 1998. Increased spending in fiscal
2000  was  mainly  related  to  increased  travel  and promotion costs to pursue
investment  and  business opportunities, new web site projects development costs
and  increased  professional  costs  as  explained  earlier.

NEW  EQUITY  CAPITAL

PRIVATE  PLACEMENT

During  the  fiscal  year 2000, the Company completed a private placement to ten
arms-length  investees for 885,000 Units at $2.80US each. Each unit consisted of
one  common share of the Company and a warrant to purchase one additional common
share  at $3.50 US exercisable within twelve months. Most of these warrants will
expire  in January 2001. All units were fully subscribed and paid for, resulting
in  a  gross  proceeds  of  CDN  $3.6  million (US$ 2.5 million). Issue expenses
comprising  an  arrangement  fee  totaled  $359,161  were  paid out of the gross
proceeds.

816,700  common  shares  were  issued  from the treasury under the above private
placements.  The  balance  of  68,300  subscribed common shares has not yet been
issued  at  the  request  of  the  investees.

DEBT  CONVERSION  INTO  EQUITY

The  Company  's  operating capital requirements were for the past few years met
out  of  the  funds  arranged by a consultant under a consulting agreement dated
April 1, 1997. These funds were free of any interest charge, repayable on demand
and  were  usually converted into equity of the Company at a conversion price of
$0.75  per  common  share.  During fiscal year 1998, total funds arranged, under
this  agreement  were  approx.  $640,000. During the fiscal 1999, the amount was
approx.  $  580,000.  These funding were converted into equity. Such conversions
were  approved by the directors and subsequently ratified by the shareholders in
the  Annual  General  Meeting.


<PAGE>
Net  funds  received  during  the  fiscal  2000  were approx. $470,000. Of which
$300,000  were  converted  into  equity.  As a result, a total of 400,000 common
shares  were  issued  at  $0.75  per share to two arms-length entities under two
separate  debt conversion agreements dated November 30, 1999 and March 24, 2000.
Both  these  agreements  were  approved  by  directors.

INVESTMENTS

The  Company began implementing its new business strategy during the late fiscal
1999. the implementation process was essentially slow owing to limited amount of
funds  available  after  meeting  the  working  capital  requirements.

As  a  result,  during the first three quarters of the fiscal 2000, efforts were
made to secure additional funds, which eventually resulted in successful private
placement  and  raising of about $3.2 million between January and March 2000, as
explained  earlier  in  this  report.

Initially  the  funds  were  placed  in money market accounts with the Company's
bankers,  one  of  the top five commercial banks in Canada, while the management
pursued  detailed  research  and  review  of  various  business  and  investment
opportunities  within  the  frame  work of its stated business strategy. Approx.
$2.6  million  was  invested  during  the fiscal year 2000 of which $155,935 was
spent  on  the  proprietary  Web  sites  development.

Overall investment strategy of the company during the fiscal 2000 was three-fold
-  Short-term  investments,  acquisition of Internet projects and investments in
Internet  oriented companies showing synergies with the Company's core business.
These  are  explained  in  detailed  below:  -

SHORT  TERM  INVESTMENTS  AND SUBSCRIPTION ADVANCE

As  at  March  31,  2000,  short  term investments consisted of the following  -

<TABLE>
<CAPTION>
                                       Cost       Market value
                                   ---------in CDN $--------
<S>                                <C>                 <C>
Marketable trading securities          976,780       371,918
Non marketable securities*             777,789       777,789
Convertible debentures                  36,741        36,741
                                   -------------------------
                                     1,791,310     1,186,447
                                   =========================
<FN>
"*"  includes subscription advance of $ 489,173
</TABLE>

Accounts  were  opened  with  three independent brokerage firms and funds in the
money  market  accounts  were placed with these firms and invested mainly in new
and  emerging  Internet  oriented companies under development stages, which were
trading  publicly.  The  management  's intention was to keep the funds in a way
whereby  they  could  be realized quickly for long-term business use when needed
while  at  the  same  provide  opportunity  for  a  significant  value  growth.


<PAGE>
The  holdings under marketable trading securities are intended only for a period
of  less  than six months and are not part of the long-term business strategy of
the  Company.

Non-marketable  securities  comprised  equity  investments  in the following two
private  companies  whose  business  models  fell  within  the frame work of the
Company's  business  strategy:

<TABLE>
<CAPTION>
                               Cost         Market value
                               ----- in CDN $-----------
<S>                           <C>           <C>
Idealab.com                    489,173       489,173
World Vacation Club.com        288,616       288,616
                               -------------------------
                               777,789       777,789
                               =========================
</TABLE>

Idealab.com
The Company agreed to buy and paid for 25,000 common shares of Ideallab.com from
a  private  purchaser.  However,  the  paperwork  processing  was  lengthy  and
meanwhile  the  management  re examined the business strategy of Idealab.com and
felt  that the Company might not generate as much value growth as was originally
thought.  The management therefore canceled the purchase and full amount was, as
a  result,  refunded  in  May  2000.

World  Vacation  Club.com
The  Company was one of the founding members of World Vacation club.com, (W V C)
a  Nevada  Private Company seeking to develop online vacation properties rental/
management  services,  currently  at  a  development stage. The Company invested
$64,914  in  equity  capital  of  WVC  up to March 31, 1999 and acquired further
equity  interest during fiscal 2000 raising its investment to 289,616 by January
2000.,  which  constituted about 35% equity interest in WVC. The Company cost of
this  investment  averaged  $0.20  per  share  or approx. US$0.15 per share. The
company  however  never  intended  to  exercise  any control nor did it have any
representation on the board of WVC. The original intention of the Company was to
benefit  from  value  growth  when  WVC  goes  public.

However,  in  May  2000,  the Company received a legal opinion that the proposed
business  activity  of  WVC  could  amount to trading in securities and that WVC
might  have  to first comply with various securities and real estate regulations
in  the  US  before  it  could pursue its business plan. This might considerably
delay  WVC  plans  to go public or launch its proposed activities and also might
entail  much  more  financing  than  originally  envisaged.  As  a  result,  the
management  decided to dispose of this investment. Investments with the carrying
value  of  $79,837 were sold at cost to an arms-length purchaser in May 2000 and
the  management  is  currently actively seeking purchase of its remaining equity
interest  in  WVC.  The  management  believes  that  the Company will be able to
recover  its  cost  at least, given that WVC is currently preparing for a second
round  financing  at  $0.25US


<PAGE>
The Company invested in Developersnetwork.com (DN) during the fiscal 2000 by way
of  convertible  debentures.  As  at  March  31, 2000, total amount invested was
$36,741.

DN  is  an Ontario incorporated private company engaged in developing a web site
which  would  provide  a  comprehensive  resource  for  the  Internet  industry
professional  and consumer, producing a wide selection of content and tools that
facilitate  the  craft  and business of web site development and production. The
Company  originally  made  a  commitment to invest up to $750,000 in convertible
debenture  carrying  interest at 5.5% p.a. and convertible into a maximum of 30%
equity  interest  in  DN.  DN however, canceled the arrangement subsequently and
repaid  the Company's investment in full with interest. In addition, the Company
received  an  option  to  purchase  50,000  common  shares of DN at $1 per share
exercisable  within  two  years.

INTERNET  PROJECTS

One  of the business objectives of the Company included internal development and
operations  of  wholly  owned  Internet  business concepts. One such project was
launched during the late fiscal 1999 and two additional projects began in fiscal
2000.  The  details  of  these  projects  are  as  follows:

Shellfn.com
The  concept  was  internally developed during the late fiscal 1999 and involved
development  of  a web site, which would become an electronic advertising medium
for shell companies to attract prospective buyers. An outside web design company
was  hired  to  design and develops a web site. Total of $9,435 were spent up to
March  31,  1999 and a further $68,149 was spent during the fiscal 2000. However
in  January  2000,  the  management was informed that the proposed activities of
Shellfn  might  amount  to  trading  in  securities  and  required further legal
research.  The  management  therefore  put the project on hold for an indefinite
period  of  time  pending further feasibility studies. The total amount incurred
was  written  off  at March 31, 2000 following a conservative business practice.

IRCheck.com
The  concept  was  internally  developed  during  the  fiscal  2000 and involves
developing  a web site which will provide a comprehensive data base of investors
relation  firms  to  facilitate  an informed decision for the prospective public
companies  desiring  to outsource its investors relation and media relation work
to  an  independent  firm.  The  Company  spent  $10,000 up to March 31, 2000 in
getting  the  web  site  design  completed by an independent design firm. It has
currently  hired  consultants  to  collate and develop contents and have to date
gathered  information  on  about  500  IR  firms  in North America. The web site
development  work  is  in  progress  and  the  commercial  lauch  is expected in
September  2000.  The  Company expects to spend about  $ 150,000 on web site and
content  development and further $100,000 on marketing. Revenue is expected from
the  listing fee to be charged to IR firms and other sponsorship on the site. No
significant  revenue  is  expected  until  the  end  of  the  fiscal  2001.


<PAGE>
EduVu.com
EduVu.com  web  site  is  intended  to become a comprehensive educational portal
providing  reference  materials  to  students, teachers and parents. The Company
acquired  the  concept  and  the  business  plan  for  $25,000 during the fiscal
2000.and  hired consultants who began collecting contents for the site. However,
the  management  realized that for the Web Site to become a dominant educational
portal,  it  will  require  significant  capital  investment.  The management is
therefore  currently  seeking  other  investors  who  may  be  interested  in
participating  in  this project. Until such partners are found, the contents and
the web site development work has been put on hold. The cost of $33,500 incurred
to  March  31,  2000 was written off following a conservative business practice.

LONG  TERM  INVESTMENTS

As  part of the Company's Internet strategy, the Company invested in certain new
and  emerging  Internet  businesses that have demonstrated significant potential
for  growth  in  the  long  run.  While  these  investments reflect only a small
fraction  of  the  investee companies' equity, the management believes that they
are  likely  to  provide  much  higher  return  on  the  investment  and  offer
opportunities  for  synergistic  business relationship among the other companies
and  projects  within the Company's portfolio.  The details of these investments
are  as  follows:

Hotlamp  Interactive  Technologies  Inc.               $55,802
Hotlamp  is  a  Nevada based private company engaged in software development and
multimedia  products.  The  Company's  equity  investment is less than 1% of the
Hotlamp's  equity.

Ouryearbook.com  Inc.                                  $72,470
Ouryearbook  is  a  private  Delaware  Corporation  engaged  in  placing  school
yearbooks  on line, sale of printed yearbooks and other personalized products in
partnership with yearbook publishers, school unions and other businesses dealing
in  educational  materials. Ouryearbook has so far spent around $2 million US in
developing  and  commercially launching content rich web site and also signed up
strategic  partnership  with  Epals.com,  which  has over two million registered
students  and  PlanetAlumni  with  four  million  registered  former classmates.

However,  Ouryearbook  is  currently having a going concern problem and requires
further  funding  to enable it to sustain its operations until a regular revenue
stream  could  begin.

The  management  therefore  followed  a  conservative  business approach and has
decided  to  provide  fully  against  this  investment  at  March 31, 2000.  The
management is however working with other investors of Ouryearbook to ensure that
the  assets  and  strategic  agreements  that  have  been  achieved  so  far are
profitably  deployed  or  sold  at  a  value.

Dataloom  Inc.                                         $726,885
This  is  a significant investment made by the Company. As at March 31, 2000, it
constituted  about  30%  of  the  total  assets  of  the  Company.


<PAGE>
The  Company's investment comprises 500,000 Series B preferred stock convertible
at  the  Company's  option  at  any  time, into equal number of Common shares of
Dataloom  Inc.  The  company's  holding,  if  converted  now  would  represent
approximately  5%  equity  interest  in  Dataloom  Inc.

Dataloom  Inc.  was  formed  as  a  corporation  in  August 1999 in the State of
Washington,  US for the purpose of providing state-of-the-art web based business
service  solutions  for small office home office enterprises. Dataloom, Inc. has
developed  a  framework to deploy an exceptional information management solution
for  small  to  medium  enterprise  users  (SME's).  Comprising  a full suite of
powerful  web-available  applications  and  information management systems, this
solution  changes  the  way  on-the-go  professionals conduct business--anytime,
anywhere,  from  any  Internet  connected  device.
Dataloom's  application  services  framework  (xLoom)  utilizes  XML (Extensible
Markup  Language)  and a proprietary Application Services Directory that enables
web-based application interfaces to be delivered to any wired or wireless device
in  real  time.  xLoom  enables  a new generation of fast, flexible productivity
tools.

While  the  company's  investment  does  not entitle the Company to exercise any
influence  over  the  management  of  Dataloom  Inc.,  the management remains in
constant  contact  with the management of Dataloom Inc. to ensure its investment
value  is  not  impaired.  Dataloom  Inc.  has  attracted  certain  high profile
investors  and  also  is  currently  in  final  negotiations with major Japanese
Companies  to  launch  its  products  in  the  Japanese  market.

The  management  believes that the investment  value will increase significantly
once  Dataloom  Inc.  goes  public.

CAPITAL  EXPENDITURE

The Company spent  $9,896 on capital assets, mainly comprising computers, during
the  year  ended March 31, 2000 compared to $20,921 in fiscal 1999 and $1,164 in
fiscal  1998.

FUTURE  CAPITAL  REQUIREMENT

The management plans to make couple of strategic acquisitions during fiscal 2001
mainly  from  the  disposal  of its short-term investments and /or from the cash
flow  from  exercise of the warrants attached to the Units under the fiscal 2000
private  placement.  It will also focus on fully developing IRCheck.com site and
ensure  its  commercial  launch  during  the  fiscal  year  2001.

The  management  estimates  that  its  working capital requirements to remain at
around  $600,000  for  the  next twelve months, which it hopes to cover from the
funds  raised  in  the  private placement during the fiscal 2000. The management
believes  that  the ten private placement investees will exercise their warrants
during  the  fiscal  2001, which will generate a further cash flow of about $4.5
million  (approx.  $3  million  US).


<PAGE>
In  the  event  warrants are not exercised or further capital is not raised, the
Company  may  dispose  of part or whole of its investment in Dataloom Inc. It is
the  intention  of the management to keep enough liquidity to meet its operating
requirements  for  the  following  eighteen  months.

FORWARD  LOOKING  STATEMENTS.

The  foregoing  Management's  Discussion  and Analysis contains "forward looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of  the  Securities Act of 1934, as amended, and as
contemplated  under  the  Private  Securities  Litigation  Reform  Act  of 1995,
including  statements  regarding,  among  other  items,  the  Company's business
strategies,  continued  growth  in  the  Company's  markets,  projections,  and
anticipated  trends  in  the  Company's  business  and  the industry in which it
operates.  The  words  "believe," "expect," "anticipate," "intends," "forecast,"
"project,"  and  similar  expressions identify forward-looking statements. These
forward-looking  statements  are based largely on the Company's expectations and
are  subject to a number of risks and uncertainties, certain of which are beyond
the  Company's  control.  The Company cautions that these statements are further
qualified  by  important  factors  that  could  cause  actual  results to differ
materially  from  those  in  the  forward  looking  statements, including, among
others,  the  following: reduced or lack of increase in demand for the Company's
products,  competitive  pricing  pressures,  changes  in  the  market  price  of
ingredients used in the Company's products and the level of expenses incurred in
the  Company's  operations. In light of these risks and uncertainties, there can
be  no  assurance  that the forward-looking information contained herein will in
fact  transpire  or  prove  to  be accurate. The Company disclaims any intent or
obligation  to  update  "forward  looking  statements".

ITEM  10     DIRECTORS  AND  OFFICERS  OF  THE  COMPANY
             ------------------------------------------

The  following  table sets forth all current directors and executive officers of
the  Company, with each position and office held by them in the Company, and the
period  of  service  as  such:

<TABLE>
<CAPTION>
----------------------------------------------------------
Name and Position                         Commencement of
With the Company               age        Service
----------------------------------------------------------
<S>                      <C>              <C>
Terence Edward Robinson        40         October 1, 1991
Chairman and
Chief Executive Officer

John David Robinson            39         June 5, 1992
Director and President

Kam Shah                       49         January 3, 1999
Director and
Chief Financial Officer
----------------------------------------------------------
</TABLE>


<PAGE>
TERENCE  ROBINSON  is  Chairman  of the Board and Chief Executive Officer of the
Company.  Mr.  Robinson is responsible for the shareholders relations, arranging
the required financing, reviewing investment opportunities and overall operating
strategies  for  the  Company.  He  has  over 18 years of experience as merchant
banker  and  venture  capitalist  and  has  successfully secured financing for a
number  of  start  up  and  small  cap  companies.

During the last five years, Mr. Robinson acted as a CEO of Dealcheck.com Inc and
an  executive  officer  of Current Capital Corp., a private Ontario corporation,
having  its  head  office  in Toronto. CCC provides venture capital financing to
start  up  companies  and  investors'  relations  services  to public companies.

Mr.  Robinson  was also an executive producer of a children's  film , "Beethoven
Lives  Upstairs"  which  won  him  an  Emmy  Award  in  1992.

JOHN  ROBINSON  is  a  director  and  president  of the Company. Mr. Robinson is
responsible for investment strategy and day to day operations of the Company and
administration of its business plans. He has over fifteen years of experience as
venture  capitalist.

Mr.  Robinson  is a graduate of University of Toronto and Toronto French School.
During  the  past five years, Mr. Robinson acted as a president of Dealcheck.com
Inc.  and  as  an  executive officer of Current Capital Corp . John can fluently
communicate  in  French,  Italian  and  Russian  apart  from  English.

Mr.  Terence  Robinson  and  Mr.  John  Robinson  are  related  to each other as
brothers.

KAM  SHAH  joined  the Company as a Chief Financial Officer and was appointed to
the  Board  on  January  3, 1999. He worked with Pricewaterhouse Coopers LLP and
Ernst  &  Young. He is a US Certified Public Accountant and a Canadian Chartered
Accountant.  He  has over fifteen years of international experience in corporate
financial  analysis,  mergers  &  acquisitions.  Mr. Shah is responsible for the
financial and statutory matters of the Company and will also assist the Chairman
in  reviewing  investment  opportunities  and  strategic  planning.

Directors  may  be  appointed  at any time in accordance with the by-laws of the
Company  and  then  re-elected  annually  by  the  shareholders  of the Company.
Directors  receive  no compensation for serving as such, other than stock option
and reimbursement of direct expenses. Officers are elected annually by the Board
of  Directors  of  the  Company  and  serve  at  the  discretion of the Board of
Directors.


<PAGE>
The  Company  has  not set aside or accrued any amount for retirement or similar
benefits  to  the  directors.

MANAGEMENT  TEAM

The  Company  's  current management team consists of the following individuals:

Mr.  Terence  Robinson  -  see  above  for  his  background

Mr.  John  Robinson     -  see  above  for  his  background

Mr.  Kam  Shah          -  see  above  for  his  background

MR.  ED  ALVES  was  Chief  technology  Officer of the Company until January 31,
2000.  He  is  no  longer  associated  with  the  Company.

The  Company  presently  has  no  permanent  employees.  It uses the services of
consultants  from  time to time. No formal consulting contracts have been signed
for  such  services.


ITEM  11     COMPENSATION  OF  DIRECTORS  AND  OFFICERS
             ------------------------------------------

The  compensation  payable  to  directors  and  officers  of the Company and its
subsidiary  is  summarized  below:

1.     GENERAL
       -------

The Company does not compensate directors for acting solely as directors. Except
as described below, the Company does not have any arrangements pursuant to which
directors are remunerated by the Company or its subsidiary for their services in
their  capacity  as  directors,  other  than  options  to purchase shares of the
Company  which  may  be granted to the Company's directors from time to time and
the  reimbursement  of  direct  expenses.

The  Company  does  not  have  any  pension  plans

2.     DIRECTORS  AND  OFFICERS  OF  THE  COMPANY
       ------------------------------------------

During  the  fiscal  year  ended March 31, 2000, the aggregate cash remuneration
paid or payable by the Company and its subsidiary to its directors and executive
officers  for  services rendered was $114,592 and total expenses reimbursed were
$108,249.


ITEM 12  OPTIONS  TO  PURCHASE  SECURITIES  FROM  COMPANY  OR  SUBSIDIARY
         ----------------------------------------------------------------


In  the  Annual  General  Meeting  held  on  November 15, 1999, the shareholders
approved  the  creation  of  the  "1999 Stock Option Plan" pursuant to which the
directors were authorized to issue stock options from time to time to employees,
officers,  consultants  and directors of the Company up to 10% of the issued and
outstanding common shares of the Company at the time of such issue, at a minimum
price allowed under the applicable securities laws. No options have been granted
under  this  Plan.


<PAGE>
ITEM  13     INTEREST  OF  MANAGEMENT  IN  CERTAIN  TRANSACTIONS
             ---------------------------------------------------

     The following is a summary of  related  party  transactions  and  balances:

     (a)   Consulting fee paid to a person related to a director during the year
           was  $12,000

     (b)   Transactions with companies under the significant influence of a
           common director

--------------------------------------------------------------------------------
                                        2000                               1999
                                        $                                   $
     ---------------------------------------------------------------------------
     Expenses  recovered  at  cost         43,106                           -
     Funds  advanced  during  year         49,800                           -
     Interest  charged  during  year        1,669
     Balance  due  from                    59,901

     Expenses  relating to the shared premises and consultants were recharged to
     the  affiliated  entities  at  cost.

     Funds advanced are repayable on demand  and  carry  an  interest of 5% p.a.


PART  II
--------

ITEM  14     DESCRIPTION  OF  SECURITIES  TO  BE  REGISTERED
             -----------------------------------------------

Not  Applicable

PART  IV
--------

ITEM  17     FINANCIAL  STATEMENTS
             ---------------------

See  "Item  19.  Financial Statements and Exhibit" for a list of those financial
statements  of  the  Company  which  follows.

ITEM  18     FINANCIAL  STATEMENTS
             ---------------------

Inapplicable


<PAGE>
ITEM  19     FINANCIAL  STATEMENTS  AND  EXHIBIT
             -----------------------------------

(a)      Financial  Statements
         ---------------------

         1.   Audited Consolidated  financial statements of the Company for the
              years ended March 31, 2000 and 1999

         -    Auditors  Report
         -    Consolidated  Balance  Sheet
         -    Consolidated  Statement  of  Operations  and  Deficit
         -    Consolidated  Statement  of  Cash  Flows
         -    Notes  to  Consolidated  Financial  Statements

(b)      Exhibits
         --------

1(i)     Summary  of  the history of name changes since inception of the Company
         Incorporated  herein  by  reference  to  Exhibit 1(i)  to the Company's
         Registration Statement  on  Form  20-F  filed  on  June  12,  2000

1(ii)    Certificate  of  Incorporation  of  Kamlo  Gold  Mines  Limited.  -
         Incorporated  herein  by  reference  to  Exhibit 1(ii) to the Company's
         Registration Statement  on  Form  20-F  filed  on  June  12,  2000

1(iii)   Certificate  of  name  change  from  Kamlo  Gold  Mines  Limited to NRT
         Research  Technologies  Inc.  -  Incorporated  herein  by  reference to
         Exhibit  1(iii)  to  the Company's Registration Statement on Form  20-F
         filed on June 12, 2000

1(iv)    Certificate  of  name change from NRT Research Technologies Inc. to NRT
         Industries  Inc.  -  Incorporated  herein by reference to Exhibit 1(iv)
         to  the Company's Registration Statement on Form 20-F filed on June 12,
         2000

1(v)     Certificate of name change  from  NRT  Industries  Inc.  to  CUDA
         Consolidated  Inc.  -  Incorporated herein by reference to Exhibit 1(v)
         to the Company's  Registration  Statement  on  Form  20-F filed on June
         12,  2000

1(vi)    Certificate  of  name  change  from CUDA Consolidated Inc. to Foodquest
         Corp.  -  Incorporated  herein  by  reference  to  Exhibit 1(vi) to the
         Company's Registration  Statement  on  Form  20-F  filed  on  June  12,
         2000

1(vii)   Certificate  of  name  change  from  Foodquest  Corp.  to  Foodquest
         International  Corp. -  Incorporated  herein  by  reference  to Exhibit
         1(vii) to the Company's Registration  Statement  on  Form 20-F filed on
         June  12,  2000


<PAGE>
1(viii)  Certificate  of  name  change  from  Foodquest  International  Corp. to
         Dealcheck.com  Inc.  -  Incorporated  herein  by  reference  to Exhibit
         1(viii) to the Company's  Registration  Statement on Form 20-F filed on
         June  12,  2000

1(ix)    Articles  of  Incorporation  of  the  Company - Incorporated  herein by
         reference  to  Exhibit 1(ix) to the Company's Registration Statement on
         Form 20-F filed  on  June  12,  2000

1(xi)    By-Laws  of  the  Company - Incorporated herein by reference to Exhibit
         1(xi)  to  the  Company's  Registration Statement on Form 20-F filed on
         June  12,  2000

2(i)     Specimen Common Share certificate - Incorporated herein by reference to
         Exhibit 2(i) to the Company's Registration Statement on Form 20-F filed
         on June 12,  2000

3(ii)(a) A  consulting  agreement  with  Snapper  Inc.  dated  April 1,  1997
         together  with  a  letter  dated  October 1, 1999 extending the term by
         another  year  -  Incorporated  herein by reference to Exhibit 3(ii)(a)
         to  the  Company's  Registration  Statement  on Form 20-F filed on June
         12,  2000


3(ii)(b) IRCheck.com  web  site  development  contract  with  React Digital Arts
         dated  February  25, 2000 - Incorporated herein by reference to Exhibit
         3(ii)(b)  to  the  Company's  Registration Statement on Form 20-F filed
         on June 12, 2000

3(ii)(c) An  agreement  dated  May  29,  2000  with Mr. Hannah regarding sale of
         WVC  investment  -  Incorporated  herein  by reference to Exhibit 3(ii)
         (c)  to  the  Company's  Registration  Statement  on Form 20-F filed on
         June  12,  2000


<PAGE>
SIGNATURES
----------


PURSUANT  TO  THE  REQUIREMENTS  OF SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934,  THE COMPANY CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON
FORM 20-F AND HAS DULY CAUSED THIS (REVISED) REGISTRATION STATEMENT TO BE SIGNED
ON  ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY  AUTHORIZED



                              ----------------------

                                   Terence  Robinson
                                   -----------------
                                   Chairman  &  CEO
                                   Dealcheck.com  Inc.


August  21,  2000


<PAGE>



DEALCHECK.COM  INC.

CONSOLIDATED  FINANCIAL  STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999




<PAGE>
DAREN,  MARTENFELD,  CARR,  TESTA  AND  COMPANY  LLP
CHARTERED  ACCOUNTANTS

                             20  Eglinton Avenue West   Telephone:  416-480-0160
                             Suite  2100                Facsimile:  416-480-2646
                             Toronto,  Ontario
                             M4R  1K8



                                AUDITORS' REPORT



To  the  Shareholders  of
Dealcheck.com  Inc.
-------------------


We  have  audited  the  consolidated  balance sheets of DEALCHECK.COM INC. as at
MARCH  31,  2000  AND  1999  and  the  consolidated statements of operations and
deficit and cash flows for the years then ended.  These financial statements are
the  responsibility  of  the  company's  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with generally accepted auditing standards
in  Canada.  Those standards require that we plan and perform an audit to obtain
reasonable  assurance  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.

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the  financial position of the company as at MARCH 31, 2000
AND  1999  and  the  results of its operations and cash flows for the years then
ended  in  accordance  with  Canadian  generally accepted accounting principles.

Canadian  generally  accepted  accounting principles vary in certain significant
respects  from  accounting  principles  generally accepted in the United States.
Application  of  accounting  principles  generally accepted in the United States
would  have affected results of operations for the year ended March 31, 2000 and
the  shareholders' equity as at that date to the extent summarised in Note 16 to
the  consolidated  financial  statements.

The  consolidated  financial  statements  as at March 31, 1998 and for the years
ended  march  31,  1998 and 1997 were audited by other auditors who expressed an
opinion  without reservation on those statements in their report dated August 7,
1998.


DAREN,  MARTENFELD,  CARR,  TESTA  AND  COMPANY  LLP


August  8,  2000


A  Member  Firm  of
Midsnell  International                                                       1.


<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM  INC.
CONSOLIDATED  BALANCE  SHEET
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
=====================================================================================
                                               NOTE             2000         1999
-------------------------------------------------------------------------------------
ASSETS

Current
-------
<S>                                         <C>            <C>            <C>
  Cash                                                     $    425,968   $   64,368
  Short-term Investments                               4        697,274       64,914
  Subscription advance                                 5        489,173            -
  Amounts receivable and prepaid expenses             12         91,025       62,612
-------------------------------------------------------------------------------------
                                                              1,703,440      191,894
LONG-TERM INVESTMENTS                                  4        782,687
WEB SITES                                              6         10,000        9,435
CAPITAL ASSETS                                         7         46,805       58,377
-------------------------------------------------------------------------------------
                                                           $  2,542,932   $  259,706
=====================================================================================
LIABILITIES

                           Current
-------------------------------------------------------------------------------------
  Accounts payable and accrued liabilities                 $    40,549    $   67,423
  Note payable                                                                23,250
  Advance from shareholder, non-interest
    bearing                                                    179,763         7,617
                                                               220,312        98,290
-------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY

CAPITAL STOCK                                          8     19,660,724   16,109,063

DEFICIT                                                     (17,338,104) (15,947,647)
-------------------------------------------------------------------------------------
                                                              2,322,620      161,416
-------------------------------------------------------------------------------------
                                                           $  2,542,932 $    259,706
-------------------------------------------------------------------------------------
</TABLE>

SEE  ACCOMPANYING  NOTES.


APPROVED BY THE BOARD Terence  Robinson Director Kam Shah Director
                      -----------------          --------

                                                                              2.
<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM  INC.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  AND  DEFICIT
(CANADIAN  DOLLARS)
FOR  THE  YEARS  ENDED  MARCH  31,  2000,  1999  AND  1998
======================================================================================
                                     NOTE       2000           1999           1998
--------------------------------------------------------------------------------------
<S>                                  <C>   <C>            <C>            <C>
Income
--------------------------------------------------------------------------------------
Operational services to an Investee        $     10,000   $          -   $          -
Interest                                         20,524              -              -

                                                 30,524              -              -
EXPENSES
Travel, promotion and consulting                467,835        323,337        311,955
Professional fees                                94,688         39,113         75,593
Net loss on investments              13         590,709              -
Projects development costs                      155,370              -              -
  Bank charges and interest                       3,905              -              -
  Rent                                           23,548         24,800         43,163
  Telephone, Internet and courier                26,673         26,942         24,244
  Transfer agents fees                           21,047         14,684         10,757
  Shareholders information                        6,268         11,350          5,860
  Amortization                                   21,468         18,386         16,300
  Office and general                              9,470         18,948         65,163
--------------------------------------------------------------------------------------
                                              1,420,981        477,596        553,035
--------------------------------------------------------------------------------------
LOSS BEFORE UNDERNOTED ITEM                  (1,390,457)      (477,596)      (553,035)
WRITE OFF OF INVESTMENT                               -              -         10,000
--------------------------------------------------------------------------------------
NET LOSS FOR YEAR                            (1,390,457)      (477,596)      (563,035)
DEFICIT AT BEGINNING OF YEAR                (15,947,647)   (15,470,051)   (14,907,016)
--------------------------------------------------------------------------------------
DEFICIT AT END OF YEAR                     $(17,338,104)  $(15,947,647)  $(15,470,051)
--------------------------------------------------------------------------------------
Net loss per share                   9     $      (0.52)  $      (0.35)  $      (0.51)
======================================================================================
</TABLE>


SEE  ACCOMPANYING  NOTES.


                                                                              3.
<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM INC.
Consolidated Statements of Cash Flows
(CANADIAN DOLLARS)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
==================================================================================
                                                 2000         1999         1998
----------------------------------------------------------------------------------
Operating activities
-------------------------------------------
<S>                                          <C>           <C>          <C>
  Net loss                                   $ (1,390457)  $ (477,596)  $(563,035)
  Amortization                                    21,468       18,386      16,300
  Write-off of investment                              -            -      10,000
  Write-off of web site development costs        155,370            -           -
  Net loss on investments                        590,709            -           -
  Amounts receivable and prepaid expenses        (28,414)     (62,615)     10,741
  Accounts payable and accrued liabilities       (26,873)      10,530     (74,417)
----------------------------------------------------------------------------------
                                                (678,197)    (511,295)   (600,411)
----------------------------------------------------------------------------------
Investing activities
----------------------------------------------------------------------------------
  Purchase of capital assets                       (9896)     (20,921)     (1,164)
  Settlement of Note payable                     (23,250)           -           -
  Investments                                 (2,494,930)     (41,664)          -
  Web site development costs                    (155,935)      (9,435)          -
----------------------------------------------------------------------------------
                                              (2,684,011)     (72,020)     (1,164)
----------------------------------------------------------------------------------
Financing activities
  Net advances from shareholder                  472,147      641,984     582,249
  Common shares issued                         3,251,661            -           -
----------------------------------------------------------------------------------
                                               3,723,808      641,984     582,249
----------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH DURING YEAR          361,600       58,669     (19,326)
CASH AT BEGINNING OF YEAR                         64,368        5,699      25,025
----------------------------------------------------------------------------------
CASH AT END OF YEAR                          $   425,968   $   64,368   $   5,699
----------------------------------------------------------------------------------
Supplemental disclosures
------------------------
NON-CASH INVESTING AND FINANCING ACTIVITIES

  Conversion of debts to equity              $   300,000   $1,282,500   $  37,400
  Note issued on acquisition of investment                     23,250
----------------------------------------------------------------------------------
</TABLE>


SEE  ACCOMPANYING  NOTES.


                                                                              4.
<PAGE>
DEALCHECK.COM  INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
--------------------------------------------------------------------------------


1.   NATURE  OF  OPERATIONS

     Dealcheck.com  Inc.  ("the  Company")  is  an  Internet  development  and
     fulfilmentservices  Company.  The  Company's  Internet  strategy  includes
     internal  development  and  operations  of  wholly  owned Internet business
     concepts  as  well as investing in new and emerging Internet companies that
     have demonstrated synergies with the Company's core business. The Company's
     strategy also envisions and promotes opportunities for synergistic business
     relationships  among  the  companies  within  its  portfolio.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     BASIS  OF  PRESENTATION

These  consolidated  financial  statements have been prepared in accordance with
accounting  principles generally accepted in Canada and do not materially differ
from  accounting  principles generally accepted in the United States (U.S. GAAP)
except  as  described  in  Note 16    "Differences from United States Accounting
Principles".

     BASIS  OF  CONSOLIDATION

     The  consolidated  financial statements include the accounts of the Company
     and  its  wholly  owned  subsidiary,  Foodquest  International  Inc.  All
     intercompany  balances  and  transactions  have  been  eliminated  on
     consolidation.

     USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period.  Actual results
could  differ  from  those  estimates.

     INVESTMENTS

SHORT-TERM  INVESTMENTS
-----------------------

     Short-term  investing  activities  include  clearly demonstrated intentions
     to dispose  of  the  investments in due course. Events occurring during the
     holding period  may  result  in  the  Company  having the right to exercise
     control  or significant  influence.  However,  such  control or significant
     influence  may  be  waived  or  rectified  and is not intended to continue.
     Accordingly,  the  accounts  of the investee companies in which the Company
     holds  an interest which allow for control or significant influence are not
     consolidated  or  accounted  for  according  to  the  equity  method.

     Short-term  investments  which have quoted  market  values and are publicly
     traded on a recognized exchange are recorded at a value based on the quoted
     market price at the balance sheet date. Short-term investments which do not
     have a quoted market value are recorded at cost.  The holding losses of the
     short-term investment are recorded in the Statement of Operations.

                                                                              5.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
--------------------------------------------------------------------------------


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  (Cont'd.)

     LONG-TERM  INVESTMENTS

     Long-term  investing  activities  include  investments  in new and emerging
     Internet companies whose business models, in the opinion of the management,
     reflect the Company's Internet strategy. Long term investments are normally
     held for a period over a year.

     Investments  with an other than temporary  impairment in carrying value are
     written-down to fair value. In order to determine if there is an other than
     temporary  impairment in carrying  value the company  compares the carrying
     value of the investment  with the financial  condition and expected  income
     from the investment.

     WEB  SITES

     The costs relating to the development of the web sites,  which are intended
     to generate revenue in future are deferred and amortized on a straight-line
     basis over the estimated  economic life of the web site not exceeding three
     years.  Amortization  commences  when  the web  site  becomes  commercially
     active.  The  development  costs will be written off when it is  determined
     that they are not recoverable or when the project is abandoned.

     CAPITAL  ASSETS

     Capital assets are carried at cost, less accumulated amortization, which is
     based on management's  estimates of the assets' useful lives.  Amortization
     is  provided  for on a  straight  line  method  at  annual  rate of 20% for
     furniture,  computer  equipment  and  other  office  equipment.   Leasehold
     improvements are amortized over five years on a straight line basis.

     Amortization  on the assets  acquired during year is calculated at half the
     applicable  rate. No  amortization  is charged on assets disposed of during
     year.

     FOREIGN  CURRENCY  TRANSLATION

     Monetary  assets and liabilities are translated at exchange rates in effect
     at the balance sheet date.  Non-monetary  assets are translated at exchange
     rates  in  effect  when  they  were  acquired.  Revenue  and  expenses  are
     translated at the approximate average rate of exchange for the year, except
     that  amortization  is  translated  at the rates used to translate  related
     assets.  The resulting  gains or losses on translation  are included in the
     consolidated statement of operations.


                                                                              6.

<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
=====================================================================================================
4.   INVESTMENTS

     I.  SHORT TERM INVESTMENTS

     AS AT MARCH 31, 2000
-------------------------------------------------------------------------------------------
                                                                                    MARKET
                                                       # OF             COST         VALUE
                                                     SHARES              CDN          CDN$
-------------------------------------------------------------------------------------------
<S>                                            <C>              <C>           <C>
MARKETABLE TRADING SECURITIES                                   $    976,780   $    371,918
NON MARKETABLE SECURITIES
World Vacation Club.com (i)                        1,415,000         288,616        288,616
CONVERTIBLE DEBENTURES
DevelopersNetwork.com (ii)                                            36,741         36,740
-------------------------------------------------------------------------------------------
                                                                $  1,302,137   $    697,274
-------------------------------------------------------------------------------------------
AS AT MARCH 31, 1999
NON MARKETABLE SECURITIES
World Vacation Club.com (i)                           350,000         64,914         64,914
-------------------------------------------------------------------------------------------

II.  LONG TERM INVESTMENTS

  AS AT MARCH 31, 2000
-------------------------------------------------------------------------------------------
Hotlamp Interactive Inc. (iii)                         77,000   $     55,802
Ouryearbook.com Inc. (iv)                             135,728         72,470
Less: Provision for non-temporary impairment
  in value                                                           (72,470)
Dataloom Inc. (v)                                     500,000        726,885
-------------------------------------------------------------------------------------------
                                                                $    782,687
-------------------------------------------------------------------------------------------
</TABLE>

I.   WORLD  VACATION  CLUB.COM

     As at March 31,  2000,  the Company held  approximately  35% (1999 - 8.75%)
     equity  interest in World  Vacation  Club.com  (WVC),  a Nevada  registered
     private   Corporation,   seeking  to  develop  Online  Vacation  properties
     Rental/Management   services.  The  Company  however  never  exercised  any
     significant  influence over the affairs of WVC nor is it represented on the
     Board of directors of WVC. In May 2000, the  management  decided to dispose
     of the entire  investment  in WVC and sold 450,000  common shares of WVC at
     cost on May 19,  2000  (Note  16) and is  actively  seeking a buyer for the
     remaining shares.

     As at March 31, 2000,  the carrying  value  approximates  the fair value of
     this investment.

                                                                              7.

<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
================================================================================

II.  DEVELOPERSNETWORK.COM  INC.

     The Company agreed to provide financing to  developersNetwork.com  Inc., an
     Ontario  private  Corporation,  up to $ 750,000 in the form of a  debenture
     carrying  interest at 5.5% and  convertible,  at the option of the Company,
     into the common  shares of  DevelopersNetwork.com  Inc.  which would give a
     maximum  of 30%  equity  interest  to the  Company  under a  Memorandum  of
     Agreement dated February 23, 2000.

     As at March 31, 2000,  the carrying  value  approximates  the fair value of
     this investment.

III. HOTLAMP  INTERACTIVE  TECHNOLOGIES  INC.

     The Company's investment  represents less than 1% of the equity interest in
     Hotlamp Interactive Technologies Inc., a private Nevada Corporation.  It is
     a software development company focused on multimedia products.

     As  at  March  31,  2000, the carrying value approximates the fair value of
     this  investment

IV.  OURYEARBOOK  CORPORATION

     The Company's investment  represents less than 1% of the equity interest in
     Ouryearbook.com , a private Delaware  Corporation,  Ouryearbook.com  places
     school  year books on line and seeks to earn  revenue  from  online sale of
     printed books and other personalized  products in partnership with yearbook
     publishers,  school  unions and other  businesses  dealing  in  educational
     materials.

     Ouryearbook.com  is  currently  seeking  more funds in order to support its
     business strategy and operations.

     In the  light of the  current  financial  situation  of the  investee,  the
     management decided to take a conservative  approach and provide against its
     investment in full at the year end.

V.   DATALOOM  INC.

     The  Company's  investment  comprises  500,000  Series  B  preferred  stock
     convertible,  at the  Company's  option at any time,  into equal  number of
     Common  shares of Dataloom  Inc. The  company's  holding,  if converted now
     would represent approximately 5% equity interest in Dataloom Inc.

     Dataloom  Inc. was formed as a  corporation  in August 1999 in the State of
     Washington,  US for the  purpose of  providing  state-of-the-art  web based
     business service solutions for small office home office enterprises.


                                                                              8.

<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
================================================================================

5.   SUBSCRIPTION  ADVANCE

     The Company  agreed to purchase  shares in  Idealab.com  from an individual
     shareholder.  Funds were forwarded to and were held by the seller's  lawyer
     in escrow  pending the  completion  of the  paperwork.  The  agreement  was
     subsequently cancelled and funds fully refunded (Note 16).

<TABLE>
<CAPTION>
6.     WEB  SITES
       -------------------------------------------------------------------------
                 Balance at   Incurred     Written     Balance at
--------------------------------------------------------------------------------
                  MARCH 31,    DURING     OFF DURING    MARCH 31,
                    1999        YEAR         YEAR         2000
       -------------------------------------------------------------------------
<S>              <C>          <C>         <C>          <C>
Shellfn.com (a)    $9,435      $68,149    $(77,584)        $  -
IRCheck.com (b)       -        10,000         -          10,000
EduVu.com (c)         -        33,500      (33,500)           -
Dealcheck.com         -        44,286      (44,286)           -
--------------------------------------------------------------------------------
                   $9,435     $155,935    (155,370)      $10,000
================================================================================
<FN>
     (a)  SHELLFN.COM web site was intended to become an electronic  advertising
          medium for shell companies to attract prospective  buyers.  During the
          year,  the  management  decided to put a hold on this  project  for an
          indefinite  period of time.  The costs incurred to date were therefore
          fully written off.

     (b)  IRCHECK.COM  web  site  will  provide  a  comprehensive  data  base of
          investors  relation  firms to facilitate an informed  decision for the
          prospective  public  companies  desiring to  outsource  its  investors
          relation and media  relation work to an  independent  firm.  The costs
          incurred to date represent costs towards web site design.

     (c)  EDUVU.COM web site was intended to become a comprehensive  educational
          portal  providing  reference  materials  to  students,   teachers  and
          parents.  The costs incurred to date  comprised  primarily the cost of
          acquisition  of  concept  and a  business  planDuring  the  year,  the
          management  decided to put a hold on this  project  for an  indefinite
          period  of time.  The costs  incurred  to date  were  therefore  fully
          written off.

     (d)  DEALCHECK.COM  web  site  is a  corporate  web  site,  which  provides
          information about the Company, its management, its investments,  press
          release  and  other  corporate   information   useful  for  investors,
          shareholders and other. While the basic design and development work of
          the site was completed  during the year,  the site will be continually
          updated. The costs relating to this site is expensed as incurred.
</TABLE>


                                                                              9.

<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
=================================================================
7.  CAPITAL ASSETS
    =============================================================
<S>                       <C>            <C>              <C>
                                             ACCUMULATED      NET
  Cost                    Amortization              2000
=================================================================
  Office furniture        $      47,378  $        30,383  $16,995
  Office equipment               57,007           29,567   27,440
  Leasehold improvements          7,900            5,530    2,370
  ---------------------------------------------------------------
                          $     112,285  $        64,908  $46,805
  ---------------------------------------------------------------

  ---------------------------------------------------------------
                                             ACCUMULATED      NET
  Cost                    Amortization              1999
=================================================================
  Office furniture        $      45,289  $        21,116  $24,173
  Office equipment               49,199           18,945   30,254
  Leasehold improvements          7,900            3,950    3,950
  ---------------------------------------------------------------
                          $     102,388  $        44,011  $58,377
  ---------------------------------------------------------------
</TABLE>

8.     SHARE  CAPITAL

       A.     AUTHORIZED
                Unlimited number of common shares

       B.     ISSUED

<TABLE>
<CAPTION>
                                     2000                    1999
--------------------------------------------------------------------
                                           COMMON                  Common
                               Shares      Amount      SHARES      AMOUNT
===========================================================================
<S>                          <C>        <C>          <C>        <C>
  Beginning of year          2,832,616  $16,109,064   1,122615  $14,826,564
  On conversion of debt(i)     400,000      300,000  1,010,000      757,500
  Issued for cash (ii)         885,000    3,251,660
On conversion of debt (iii)                            700,000      525,000
---------------------------------------------------------------------------
                             4,117,616  $19,660,724  2,832,616  $16,109,064
---------------------------------------------------------------------------
</TABLE>


                                                                             10.

<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
================================================================================
8.   SHARE  CAPITAL  -  (Cont'd.)

     i)   During the year,  the  company  converted  $300,000  of  shareholders'
          advances into 400,000 shares.  The issuance of the shares was approved
          by directors.

     ii)  During  the  year,  the  company  completed  a  private  placement  to
          arms-length  placees for 885,000  Company  units,  each unit priced at
          $2.80 US and  comprised  of one  Company  common  share  and one share
          purchase  warrant,  each such warrant is  exercisable  to purchase one
          further  Company  common  share at the  price of  $3.50 US  within  12
          months.

          All units were fully paid.  Expenses of issue of $359,161 were charged
          to the gross proceeds of $3,610,821.

          885,000 shares and related  warrants were issued up to March 31, 2000.
          No warrant was exercised during the year.

     iii) On March 31,  1999,  the Company  converted  $525,000  of  shareholder
          advances into 700,000 post-consolidated common shares. The shares were
          issued  subsequent to the end of the year.  The issuance of the shares
          was  approved by  directors  and also at the  shareholders  meeting of
          November 15, 1999.

          STOCK  OPTION  PLAN

          In  the  Annual  General  Meeting  held  on  November  15,  1999,  the
          shareholders  approved  the  creation of the "1999 Stock  Option Plan"
          pursuant to which the directors were authorized to issue stock options
          from time to time to employees, officers, consultants and directors of
          the Company up to 10% of the issued and  outstanding  common shares of
          the  Company at the time of such  issue,  at a minimum  price  allowed
          under the  applicable  securities  laws.  No options have been granted
          under this Plan.


9.   LOSS PER SHARE

     Loss  per  share  is   calculated  on  the  weighted   average   number  of
     post-consolidated  common  shares  outstanding  during the year,  which was
     2,690,266 shares for the year ended March 31, 2000 (1999 - 1,435,949).

     Fully diluted earnings per share information has not been presented as
     potential  conversions  are  anti  dilutive.


                                                                             11.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
================================================================================

10.  INCOME TAXES

     Management  estimates  that the  Company  has carry  forward  tax losses of
     approximately  $9,100,000,  which may be  applied  against  future  taxable
     income and expire as detailed below.  The benefit arising from these losses
     has not been included in the financial statements.


             2001               698,000
             2002             5,000,000
             2003             1,100,000
             2004               617,000
             2005               536,000
             2006               460,000
             2007               700,000
          -----------------------------
                              9,111,000
          =============================


     Deferred  income  taxes  reflect  the net effect of  temporary  differences
     between  the  carrying  value  of  assets  and  liabilities  for  financial
     reporting  purposes  and the  amounts  used for  income tax  purposes.  The
     management   estimates   that  the  Company  has  deferred  tax  assets  of
     approximately $650,000 at March 31, 2000, which have not been recognized in
     the financial  statements due to the  uncertainty of realizing the benefits
     of the assets.


11.  COMMITMENTS AND CONTINGENCIES

     (a)  The  Company  entered  into a  consulting  agreement  with a corporate
          shareholder on April 1, 1997. The agreement  requires the  shareholder
          to source  new  business  opportunities  and  perform  general  public
          relations  and  financial   consulting  work  for  the  Company.   The
          consulting  fee is US  $10,000  per  month  payable  in  advance.  The
          agreement  expired on  September  30, 1999 and was renewed for another
          year up to September 30, 2000.

          In addition,  the  shareholder is also entitled to a success fee equal
          to 10% of the new investment introduced into the Company.

     (b)  Rental payable under  operating  leases for premises,  net of expected
          recoveries  is $66,320 for each of the years  ending  March 31,  2001,
          2002, 2003, 2004 and $27,634 for the year ending March 31, 2005.



                                                                             12.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
--------------------------------------------------------------------------------


12.  RELATED PARTY TRANSACTIONS

The  following  is  a  summary  of  related  party  transactions  and  balances:

(a)  A consulting  fee of $176,550 (1999 - $177,972) and a fee of $359,161 (1999
     - $nil)  relating to the private  placements  were charged by a shareholder
     under an agreement dated April 1, 1997 (Note 10a)

(b)  Consulting  fees paid to directors  during the year were $ 114,592  (1999 -
     $36,390)

(c)  Consulting fee paid to a person  related to a director  during the year was
     $12,000 (1999 - $nil)

(d)  Expenses  reimbursed  to directors  during the year were  $108,249  (1999 -
     $36,144)

(e)  Transactions  with companies  under the  significant  influence of a common
     director

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                    2000                 1999
--------------------------------------------------------------------------------
<S>                                         <C>                 <C>
Expenses recovered at cost                      $  43,106           $      -
Funds advanced during year                         49,800                  -
Interest charged during year                        1,669                  -
Balance due from                                   59,901                  -
</TABLE>

Expenses  relating to the shared premises and consultants were recharged to
the  affiliated  entities  at  cost.

Funds  advanced  are  repayable  on  demand  and  carry  an  interest of 5% p.a.

Balances  as  at  year  end  are  included  in  "Amounts  Receivable and prepaid
expenses"

<TABLE>
<CAPTION>
13.     NET LOSS ON INVESTMENTS

                                 2000       1999   1998
=======================================================
<S>                          <C>        <C>      <C>
Holding losses               $612,794   $      -  $   -
Provision for non-temporary
  Impairment in value          72,470          -      -
Realized gains                (94,555)         -      -
-------------------------------------------------------
                             $590,709   $      -  $   -
=======================================================
</TABLE>

14.  SEGMENTED INFORMATION

     The Company  operates in one business  segment,  Internet  development  and
     fulfilment  services,  from only one office in Canada. All of the Company's
     capital assets are located in Canada for the periods presented.


                                                                             13.

<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
================================================================================


15.  COMPARATIVE  FIGURES

     Certain figures  presented for comparative  purposes have been reclassified
     to conform to the current year's method of presentation.

16.  POST  BALANCE  SHEET  EVENTS

     (a)  The Company,  on May 29, 2000,  sold  450,000  common  shares in World
          Vacation Club.com to an unaffiliated purchaser for the sum of $79,837.
          No gain or loss was realized on the disposal.

     (b)  The Company cancelled its subscription in the common shares of Idealab
          on April 17, 2000 and received the full refund of funds  invested of $
          489,173.

     (c)  The Company called its debentures in  DevelopersNetwork.com  Inc. as a
          result  of a  decision  by all  the  related  parties  to  cancel  the
          Memorandum of  Understanding  dated  February 23, 2000.  The Company's
          investment  with  interest  was fully  refunded on May 29,  2000.  The
          Company also  received an option to acquire  50,000  common  shares in
          DevelopersNetwork.com Inc. at $1 each exercisable within two years.

17.  CANADIAN  AND  UNITED  STATES  ACCOUNTING  PRINCIPLES

     WEB  SITE  COSTS

     The costs of developing the commercial web sites are allowed to be deferred
     under the Canadian Generally Accepted Accounting Principles. However, these
     costs should be expensed under US GAAP. Accordingly, under the US GAAP, net
     loss for year would be $1,400,457 (1999 - $ 487,031). Total assets would be
     $2,532,932  (1999 - $250,271)  and  deficit  would be  $17,348,104  (1999 -
     $15,957,082).

     INVESTMENTS

     Investments  in  marketable   equity  securities  that  are  classified  as
     short-term  investments  under  Canadian GAAP, are grouped into trading and
     available-for-sale  categories and accounted for at fair value under the US
     GAAP. Unrealized holding gains or losses on trading securities are included
     in the income.  Unrealized  holding gains and losses on  available-for-sale
     securities are included in shareholders' equity.

     Investments  in  equity   securities  that  are  classified  as  long  term
     investments  under the Canadian GAAP, are accounted for at fair value under
     the  US  GAAP.   Unrealized  holding  gains  and  losses  are  included  in
     shareholders' equity.

     No significant adjustment would be required in the net loss for year, total
     assets and deficit under the US GAAP.



                                                                             14.

<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2000  AND  1999
================================================================================

17.     CANADIAN  AND  UNITED  STATES  ACCOUNTING  PRINCIPLES  -  (Cont'd.)

RECENT  ACCOUNTING  DEVELOPMENT
-------------------------------

     In June 1998,  the Financial  Accounting  Standard  Board  ("FASB")  issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
     for Derivative Instruments and Hedging Activities".  In June 1999, the FASB
     issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
     Activities - Deferral of the  effective  date of FASB  Statement  No. 133",
     which  deferred the required date of adoption of SFAS No. 133 for one year,
     to fiscal years  beginning  after June 15, 200. This Standard is applicable
     for the Corporation's 2001 fiscal year and currently its impact, if any has
     not been determined.
<PAGE>